<PAGE>

            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended  December 31, 1997
                                     -----------------
          OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from           to         
                                     --------    --------

Commission file number    1-9961
                        ----------


                      TOYOTA MOTOR CREDIT CORPORATION
---------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

               California                                 95-3775816
----------------------------------------            -----------------------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

        19001 S. Western Avenue
          Torrance, California                               90509
----------------------------------------            -----------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code       (310) 787-1310
                                                    -----------------------


          Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
                                                             Yes  X  No
                                                                 ---    ---

          As of January 31, 1998, the number of outstanding shares of capital 
stock, par value $10,000 per share, of the registrant was 91,500, all of which 
shares were held by Toyota Motor Sales, U.S.A., Inc.


                                      -1-

<PAGE>
                          PART I.  FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS.


                          TOYOTA MOTOR CREDIT CORPORATION
                            CONSOLIDATED BALANCE SHEET
                              (Dollars in Millions)
<TABLE>
<CAPTION>
                                                    		
                                               December 31,  September 30,     December 31,
                                                   1997           1997             1996
                                               ------------  -------------     ------------
                                               (Unaudited)                     (Unaudited)
<S>                                            <C>           <C>               <C>
               ASSETS
               ------

Cash and cash equivalents.................        $   217          $   177         $   198
Investments in marketable securities......            286              305             284
Investments in operating leases, net......         10,025           10,257          10,973
Finance receivables, net..................          9,580            8,452           7,851
Receivable from Parent....................            109              112               -
Other receivables.........................            140              137             133
Deferred charges..........................            173              164             158
Other assets..............................            235              183             148
Income taxes receivable...................              -               43               -
                                                  -------          -------         -------

         Total Assets.....................        $20,765          $19,830         $19,745
                                                  =======          =======         =======


   LIABILITIES AND SHAREHOLDER'S EQUITY
   ------------------------------------

Notes and loans payable...................        $15,615          $14,745         $15,342
Accrued interest..........................            156              213             174
Accounts payable and accrued expenses.....          1,165            1,072             583
Due to Parent.............................              -                -               3
Deposits..................................            247              248             251
Income taxes payable......................             12                -              36
Deferred income...........................            494              517             596
Deferred income taxes.....................            955              954             809
                                                  -------          -------         -------
      Total Liabilities...................         18,644           17,749          17,794
                                                  -------          -------         -------

Commitments and Contingencies

Shareholder's Equity: 
   Capital stock, $l0,000 par value
      (100,000 shares authorized; 91,500 
      issued and outstanding).............            915              915             915
   Retained earnings......................          1,196            1,159           1,035  
   Net unrealized gains on marketable 
      securities..........................             10                7               1
                                                  -------          -------         -------
      Total Shareholder's Equity..........          2,121            2,081           1,951
                                                  -------          -------         -------
         Total Liabilities and
         Shareholder's Equity.............        $20,765          $19,830         $19,745
                                                  =======          =======         =======
</TABLE>
                 See Accompanying Notes to Consolidated Financial Statements.


                                      -2-

<PAGE>
                      TOYOTA MOTOR CREDIT CORPORATION
                      CONSOLIDATED STATEMENT OF INCOME
                           (Dollars in Millions)

<TABLE>
<CAPTION>                                        Three Months Ended   
                                                     December 31,             
                                                 ------------------   
                                                  1997        1996    
                                                 ------      ------           
                                                     (Unaudited)
<S>                                              <C>         <C>       
Financing Revenues:

   Leasing.................................      $  651      $  698   
   Retail financing........................         126         110   
   Wholesale and other dealer financing....          21          22   
                                                 ------      ------   

Total financing revenues...................         798         830    

   Depreciation on leases..................         424         471    
   Interest expense........................         234         227    
                                                 ------      ------   
                            
Net financing revenues.....................         140         132      

Other revenues.............................          42          36      
                                                 ------      ------   

Net financing revenues and other revenues..         182         168      
                                                 ------      ------   

Expenses:

   Operating and administrative............          83          74      
   Provision for credit losses.............          36          30      
                                                 ------      ------   

Total expenses.............................         119         104   
                                                 ------      ------   

Income before income taxes.................          63          64   

Provision for income taxes.................          26          26   
                                                 ------      ------   

Net Income.................................      $   37      $   38   
                                                 ======      ======   
</TABLE>



       See Accompanying Notes to Consolidated Financial Statements.


                                      -3-

<PAGE>
                         TOYOTA MOTOR CREDIT CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Dollars in Millions)
<TABLE>
<CAPTION>
                                                            Three Months Ended December 31,
                                                            -------------------------------
                                                              1997                   1996
                                                            --------               --------
                                                                      (Unaudited)
<S>                                                         <C>                    <C>
Cash flows from operating activities:

   Net income............................................     $   37                 $   38
                                                              ------                 ------
   Adjustments to reconcile net income to net 
      cash provided by operating activities:
         Depreciation and amortization...................        444                    482
         Provision for credit losses.....................         36                     30
         Gain from sale of finance receivables, net......         (1)                     -
         Decrease in accrued interest....................        (57)                   (52)
         Increase in deferred income taxes...............          1                      4
        (Increase) decrease in other assets..............        (52)                    81
         Increase in other liabilities...................         11                      4
                                                              ------                 ------
   Total adjustments.....................................        382                    549
                                                              ------                 ------

Net cash provided by operating activities................        419                    587
                                                              ------                 ------

Cash flows from investing activities:

   Addition to investments in marketable securities......       (229)                   (47)
   Disposition of investments in marketable securities...        251                     88
   Addition to investments in operating leases...........       (926)                (1,218)
   Disposition of investments in operating leases........        734                    596
   Purchase of finance receivables.......................     (4,183)                (3,367)
   Liquidation of finance receivables....................      2,969                  2,964 
   Proceeds from sale of finance receivables.............         48                      - 
                                                              ------                 ------

Net cash used in investing activities....................     (1,336)                  (984)
                                                              ------                 ------

Cash flows from financing activities:

   Proceeds from issuance of notes and loans payable.....      1,206                  2,270
   Payments on notes and loans payable...................     (1,003)                (1,206)
   Net increase (decrease) in commercial paper with 
      original maturities less than 90 days..............        754                   (639)
                                                              ------                 ------

Net cash provided by financing activities................        957                    425
                                                              ------                 ------

Net increase in cash and cash equivalents................         40                     28

Cash and cash equivalents at the beginning of the period.        177                    170
                                                              ------                 ------

Cash and cash equivalents at the end of the period.......     $  217                 $  198 
                                                              ======                 ======

Supplemental disclosures:

   Interest paid.........................................     $  278                 $  271
   Income taxes paid.....................................     $    2                 $    2

</TABLE>

                 See Accompanying Notes to Consolidated Financial Statements.


                                      -4-

<PAGE>
                      TOYOTA MOTOR CREDIT CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Interim Financial Data
-------------------------------

Information pertaining to the three months ended December 31, 1997 and 1996 is 
unaudited.  In the opinion of management, the unaudited financial information 
reflects all adjustments, consisting only of normal recurring adjustments, 
necessary for a fair statement of the results for the interim periods 
presented.  The results of operations for the three months ended December 31, 
1997 are not necessarily indicative of those expected for any other interim 
period or for a full year.  Certain December 1996 accounts have been 
reclassified to conform with the December and September 1997 presentation.

These financial statements should be read in conjunction with the consolidated 
financial statements, significant accounting policies and other notes to the 
consolidated financial statements included in Toyota Motor Credit 
Corporation's ("TMCC's") 1997 Annual Report to the Securities and Exchange 
Commission ("SEC")on Form 10-K.


Note 2 - Investments in Operating Leases
----------------------------------------

Investments in operating leases, net consisted of the following:
<TABLE>
<CAPTION>                                     
                                           December 31,     September 30,     December 31,
                                               1997              1997             1996
                                           ------------     -------------     ------------
                                                        (Dollars in Millions)
<S>                                        <C>              <C>               <C>
Vehicles..................................      $12,297           $12,557          $13,511
Equipment and other.......................          354               338              286
                                                -------           -------          -------
                                                 12,651            12,895           13,797
Accumulated depreciation..................       (2,525)           (2,535)          (2,715)
Allowance for credit losses ..............         (101)             (103)            (109)      
                                                -------           -------          -------       
   Investments in operating leases, net...      $10,025           $10,257          $10,973
                                                =======           =======          =======
</TABLE>



                                      -5-

<PAGE>
                      TOYOTA MOTOR CREDIT CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3 - Finance Receivables
----------------------------

Finance receivables, net consisted of the following:
<TABLE>
<CAPTION>                                      
                                           December 31,     September 30,     December 31,
                                               1997              1997             1996
                                           ------------     -------------     ------------
                                                        (Dollars in Millions) 
<S>                                         <C>             <C>               <C>
Retail.....................................      $6,693            $6,315           $5,738
Finance leases.............................       2,511             1,938            1,594
Wholesale and other dealer loans...........       1,180               885            1,129
                                                 ------            ------           ------
                                                 10,384             9,138            8,461
Unearned income............................        (681)             (576)            (505)
Allowance for credit losses................        (123)             (110)            (105)
                                                 ------            ------           ------
   Finance receivables, net................      $9,580            $8,452           $7,851
                                                 ======            ======           ======
</TABLE>

Finance leases included estimated unguaranteed residual values of  
$768 million, $678 million and $687 million at December 31, 1997, 
September 30, 1997 and December 31, 1996, respectively.  

The aggregate balances related to finance receivables 60 or more days past due 
totaled $25 million, $17 million and $27 million at December 31, 1997, 
September 30, 1997 and December 31, 1996, respectively.


Note 4 - Notes and Loans Payable
--------------------------------

Notes and loans payable consisted of the following:
<TABLE>
<CAPTION>                                    
                                          December 31,     September 30,     December 31,
                                              1997              1997             1996
                                          ------------     -------------     ------------
                                                       (Dollars in Millions)
<S>                                       <C>              <C>               <C>
Commercial paper, net....................      $ 2,526           $ 1,512          $ 1,795
                                               -------           -------          -------
Other senior debt, due in the years
   ending September 30,:
   1997..................................            -                 -            2,402        
   1998..................................        2,141             2,868            2,769
   1999..................................        1,308             1,324            1,366
   2000..................................        2,407             2,505            2,314
   2001..................................        2,132             2,154            2,189
   2002..................................        2,598             2,660            1,971
   Thereafter............................        2,391             1,606              430
                                               -------           -------          -------
                                                12,977            13,117           13,441
Unamortized premium......................          112               116              106
                                               -------           -------          -------
   Total other senior debt...............       13,089            13,233           13,547
                                               -------           -------          -------
      Notes and loans payable............      $15,615           $14,745          $15,342
                                               =======           =======          =======
</TABLE>


                                      -6-

<PAGE>
                      TOYOTA MOTOR CREDIT CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Notes and Loans Payable (Continued)
--------------------------------

Short-term borrowings include commercial paper and certain medium-term notes 
("MTNs").  The weighted average remaining term and weighted average interest 
rate of commercial paper was 39 days and 5.79%, respectively, at December 31, 
1997.  Short-term MTNs with original terms of one year or less, included in  
other senior debt, were $187 million at December 31, 1997.  The  weighted 
average interest rate on these short-term MTNs was 5.51% at December 31, 1997, 
including the effect of interest rate swap agreements.

The weighted average interest rate on other senior debt was 5.91% at 
December 31, 1997, including the effect of derivative financial instruments.  
This rate has been calculated using rates in effect at December 31, 1997, some 
of which are floating rates that reset daily.  Approximately 3% of other 
senior debt at December 31, 1997 had interest rates, including the effect of 
interest rate swap agreements, that were fixed for a period of more than one 
year.  The weighted average of these fixed interest rates was 5.37% at 
December 31, 1997.  Approximately 43% of other senior debt at December 31, 
1997 had floating interest rates that were covered by option-based products.  
The weighted average strike rate on these option-based products was 6.10% at 
December 31, 1997.  TMCC manages interest rate risk via continuous adjustment 
of the mix of fixed and floating rate debt through use of interest rate swap 
agreements and option-based products.

Included in Notes and Loans Payable at December 31, 1997 were unsecured notes 
denominated in various foreign currencies; concurrent with the issuance of 
these notes, TMCC entered into cross currency interest rate swap agreements to 
convert these obligations at maturity into U.S. dollar obligations which in 
aggregate total a principal amount of $7.0 billion.  TMCC's foreign currency 
debt was translated into U.S. dollars in the financial statements at the 
various foreign currency spot exchange rates in effect at December 31, 1997.  
The receivables or payables arising as a result of the differences between the 
December 31, 1997 foreign currency spot exchange rates and the contract rates 
applicable to the cross currency interest rate swap agreements are classified 
in Other Receivables or Accounts Payable and Accrued Expenses, respectively, 
and would in aggregate reflect a net payable position of $900 million at 
December 31, 1997.






                                      -7-

<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.


FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net Income
----------

The following table summarizes TMCC's net income by business segment for the 
three months ended December 31, 1997 and December 31, 1996:

<TABLE>
<CAPTION>                                         Three Months Ended
                                                     December 31,   
                                                  ------------------
                                                  1997          1996
                                                  ----          ----
<S>                                               <C>           <C>
                                                 (Dollars in Millions)
Net income:
  Financing operations.......................      $32           $32
  Insurance operations.......................        5             6
                                                  ----          ----
     Total net income........................      $37           $38
                                                  ====          ====
</TABLE>

Net income from financing operations remained stable in the first quarter of 
fiscal 1998 as compared with the same period in fiscal 1997 reflecting 
increased net financing revenues and other income offset by higher operating 
and administrative expenses and increased provision for credit losses.

Net income from insurance operations decreased 17% in the first quarter of 
fiscal 1998 as compared with the same period in fiscal 1997 reflecting higher 
personnel and operating expenses partially offset by increased underwriting 
profit and higher investment income.    





                                      -8-

<PAGE>
Earning Assets
--------------

The composition of TMCC's net earning assets (excluding retail receivables and 
interests in lease finance receivables sold through securitization 
transactions), as of the balance sheet dates reported herein and TMCC's 
vehicle lease and retail contract volume and finance penetration for the three 
months ended December 31, 1997 and December 31, 1996 are summarized below:

<TABLE>
<CAPTION>
                                                   
                                            December 31,   September 30,   December 31,
                                                1997            1997           1996
                                            ------------   -------------   ------------
                                                       (Dollars in Millions)
<S>                                         <C>            <C>             <C>

Vehicle lease
 Investment in operating leases, net.....         $9,883         $10,124        $10,878
 Finance leases, net.....................          1,979           1,498          1,216
                                                 -------         -------        -------
Total vehicle leases.....................         11,862          11,622         12,094

Vehicle retail finance receivables, net..          6,199           5,866          5,310
Vehicle wholesale and other receivables..          1,768           1,434          1,634
Allowance for credit losses..............           (224)           (213)          (214)
                                                 -------         -------        -------
Total net earning assets.................        $19,605         $18,709        $18,824
                                                 =======         =======        =======

</TABLE>

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                     December 31,             
                                                   1997        1996      
                                                  -------    -------   
<S>                                               <C>        <C>
Total contract volume:
   Vehicle lease.............................      62,000     56,000
   Vehicle retail............................      52,000     53,000
                                                  -------    -------
Total........................................     114,000    109,000
                                                  =======    =======

TMS sponsored contract volume:
   Vehicle lease.............................      11,000     19,000
   Vehicle retail............................       4,000      2,000
                                                  -------    -------
Total........................................      15,000     21,000
                                                  =======    =======

Retail volume:
   New volume................................      30,000     32,000
   Used volume...............................      22,000     21,000
                                                  -------    -------
Total........................................      52,000     53,000
            					        =======    =======

Finance penetration (excluding fleet):		   
   Vehicle lease.............................       22.4%      21.8%
   Vehicle retail............................       10.6%      12.7%
                                                    -----      -----          
Total........................................       33.0%      34.5%          
                                                    =====      =====      
</TABLE>


                                      -9-

<PAGE>
TMCC's net earning assets increased to $19.6 billion at December 31, 1997 from 
$18.7 billion at September 30, 1997 and $18.8 billion at December 31, 1996.  
Asset growth from the prior year reflects primarily increased retail and 
wholesale earning assets, partially offset by a decline in lease earning 
assets due to the sale of interests in lease finance receivables through a 
lease securitization transaction in September 1997.  Asset growth for the 
three months ended December 31, 1997 reflects increases in lease, retail and 
wholesale earning assets.  The increase in the allowance for credit losses 
results from asset growth. 

In October 1996, TMCC created Toyota Lease Trust, a Delaware business trust 
(the "Titling Trust"), to act as a lessor and to hold title to leased vehicles 
in specified states.  Substantially all leases owned by the Titling Trust are 
classified as finance receivables due to certain residual value insurance 
arrangements in place with respect to such leases, while leases of similar 
nature originated outside of the Titling Trust are classified as operating 
leases.  The continued acquisition of leases by the Titling Trust has changed 
the composition of earning assets reflecting an increased mix of finance 
receivables relative to operating lease assets due to the classification 
differences described above.

TMCC's lease contract volume increased in the first quarter of fiscal 1998 as 
compared with the same period in fiscal 1997 reflecting higher lease finance 
penetration and strong sales of Toyota and Lexus vehicles as well as TMCC's 
competitive leasing programs, partially offset by lower levels of lease 
programs sponsored by Toyota Motor Sales, U.S.A., Inc. ("TMS" or "Parent").

TMCC's retail contract volume decreased slightly in the first quarter of 
fiscal 1998 as compared with the same period in fiscal 1997 as a result of  
lower retail finance penetration, partially offset by strong Toyota and Lexus 
sales and higher TMS sponsored special programs. 



                                      -10-

<PAGE>
Net Financing Revenue and Other Revenues
------------------------------------

TMCC's net financing revenues increased 6% from $132 million in the first 
quarter of fiscal 1997 to $140 million in the first quarter of fiscal 1998 
primarily as a result of growth in earning assets.  Operating lease revenues 
and related depreciation expense decreased in the first quarter of fiscal 1998 
as compared with the same period in fiscal 1997, as described below under 
lease depreciation, reflecting the effect of acquisition of leases by the 
Titling Trust.

The following table summarizes TMCC's other revenues for the three months 
ended December 31, 1997 and December 31, 1996:

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                     December 31, 
                                                  1997          1996
                                                  ----          ----
                                                 (Dollars in Millions)
<S>                                               <C>           <C>
Insurance operations revenues...............       $34           $31
Gains and servicing fees on assets sold.....         7             3
Investment and other income.................         1             2
                                                  ----          ----
   Total other revenues.....................       $42           $36
                                                  ====          ====
</TABLE>

Other revenues increased 17% in the first quarter of fiscal 1998 as compared 
with the same period in fiscal 1997 reflecting increased insurance operations 
revenues due to higher underwriting revenues associated with in-force 
agreements as well as increased investment income.  Also, gains and servicing 
fee income increased in the first quarter of fiscal 1998 as compared with the 
same period in fiscal 1997 due to growth in the balance of sold retail 
receivables and interests in lease finance receivables.  During the first 
quarter of fiscal 1998, principal collections related to the lease receivables 
sold in September 1997 were used to purchase additional vehicle lease 
contracts resulting in gains of approximately $1 million.  Gains recognized on 
asset-backed securitization transactions generally accelerate the recognition 
of income on lease and retail contracts, net of servicing fees and other 
related deferrals, into the period the assets are sold.  Numerous factors can 
affect the timing and amounts of these gains, such as the type and amount of 
assets sold, the structure of the sale and current financial market 
conditions.



                                      -11-

<PAGE>
Lease Depreciation
------------------

Included in lease depreciation expense are:  (i) straight-line depreciation 
expense on operating leases to the contractual residual value (ii) provision 
for residual value losses on operating leases and (iii) actual vehicle 
disposition losses and gains.  Straight-line depreciation expense decreased 
$45 million in the first quarter of fiscal 1998 as compared with the same 
period in fiscal 1997 primarily due to a decline in average operating lease 
assets. As discussed earlier, the acquisition of leases by the Titling Trust 
increased the mix of lease finance receivables relative to operating lease 
assets resulting in increased revenues from finance leases (until such 
interests in leases are sold in securitization transactions) and reduced 
operating lease revenues and depreciation expense.  

TMCC is subject to residual value risk in connection with its lease portfolio; 
TMCC's residual value risk is a function of the number of off-lease vehicles 
returned for disposition and any shortfall between the net disposition 
proceeds and the estimated unguaranteed residual values on returned vehicles. 
Total unguaranteed residual values related to TMCC's vehicle lease portfolio 
declined from approximately $9.0 billion at December 31, 1996 to $8.7 billion 
at December 31, 1997 reflecting the acquisition of residual value insurance on 
an increasing number of leases in connection with the lease securitization 
program.  The percentage of lease vehicles returned to and disposed of by TMCC 
which were originally scheduled to mature in the first quarter of fiscal 1998 
was 25% as compared to 16% for the same period in fiscal 1997.  Vehicle 
disposition losses increased $24 million in the first quarter of fiscal 1998 
as compared with the same period in fiscal 1997 reflecting primarily increased 
volume of returned units corresponding with a higher level of scheduled 
maturities and higher vehicle return rates and losses per returned unit due in 
part to an increased mix of 24 month leases, which historically produce higher 
return rates and losses than longer term leases.  In addition, competitive 
pricing of new Toyota and Lexus vehicles has put downward pressure on late 
model used Toyota and Lexus vehicle prices.  The Company has taken action to 
reduce vehicle disposition losses by adjusting the lease purchase mix and 
developing strategies to maximize proceeds on vehicles sold through auction; 
however, no assurance can be given as to future results. TMCC's lease 
portfolio includes contracts with terms ranging from 12 to 60 months; the 
average original contract term in TMCC's lease portfolio was 38 months at 
December 31, 1997 and December 31, 1996, respectively. 

TMCC maintains an allowance for estimated losses on lease vehicles returned to 
the Company for disposition at lease termination.  The level of allowance 
required to cover future vehicle disposition losses is based upon projected 
vehicle return rates and projected residual value losses on core models 
derived from market information on used vehicle sales, historical factors, 
including lease return trends, and general economic factors.  The provision 
for losses on returned lease vehicles is included in TMCC's depreciation 
expense for operating leases and in leasing revenues for direct finance 
leases.  The provision for losses on returned operating lease vehicles 
declined $26 million in the first quarter of fiscal 1998 as compared with the 
same period in fiscal 1997 which reflects the Company's determination that the 
overall level of the allowance is appropriate.  As the lease portfolio has 
matured the level of vehicle lease returns have increased; however, the 
Company actively manages disposition of its lease vehicles and believes that 
its lease earning assets, net of the allowance for losses, are recorded at net 
realizable value.
 




                                      -12-

<PAGE>
Interest Expense
----------------

Interest expense increased 3% in the first quarter of fiscal 1998 as compared 
with the same period in fiscal 1997 due to higher average borrowings 
outstanding required to fund the growth in average earning assets, and an 
increase in the average cost of borrowings. The weighted average cost of 
borrowings was 5.92% and 5.90% for first quarters of fiscal 1998 and 1997, 
respectively.

Operating and Administrative Expenses
-------------------------------------

Operating and administrative expenses increased 12% in the first quarter of 
fiscal 1998 as compared with the same period in fiscal 1997 reflecting 
primarily additional personnel and operating costs required to support TMCC's 
growing customer base as well as growth in the Company's insurance operations. 
TMCC anticipates continued growth in expenses reflecting increasing headcount 
and operating costs associated with portfolio growth and expanded customer 
service activities as well as costs in connection with technology upgrades and 
software modifications to address year 2000 issues.

Provision for Credit Losses
---------------------------

TMCC's provision for credit losses increased 20% in the first quarter of 
fiscal 1998 as compared with the same period in fiscal 1997 primarily as a 
result of less favorable credit loss experience while asset growth remained 
stable.  Increased credit losses reflect an increased number of repossessed 
accounts, higher losses per repossessed account, aging of the lease portfolio 
and a higher mix of used vehicles in the retail portfolio, which historically 
produce higher losses than new business.  TMCC has not significantly altered 
its underwriting standards in the first quarter of fiscal 1998 as compared 
with the same period in fiscal 1997.  Allowances for credit losses are 
evaluated periodically, considering historical loss experience and other 
factors, and are considered adequate to cover expected credit losses as of 
December 31, 1997.





                                      -13-

<PAGE>
Net credit loss experience, excluding net losses on receivables sold subject 
to limited recourse provisions, for the three months ended December 31, 1997 
and 1996 was as follows:
<TABLE>
<CAPTION>

                                         Three Months Ended    
                                            December 31,         
                                        ---------------------    
                                        1997            1996    
                                        -----           -----    
                                        (Dollars in Millions)
<S>                                     <C>             <C>      
Gross Credit Losses                     $28.4           $22.7    
Recoveries                               (3.3)           (2.8)    
                                        -----           -----    
Net Credit Losses...............        $25.1           $19.9    
                                        =====           =====    

Annualized Net Credit Losses
   as a % of Average Earning
   Assets.......................         .53%            .43%    

</TABLE>

<TABLE>
<CAPTION>
                                   
                                 December 31,   September 30,   December 31,
                                     1997            1997           1996
                                 ------------   -------------   ------------
                                            (Dollars in Millions)
<S>                              <C>            <C>             <C>

Allowance for Credit Losses.....         $224            $213           $214

Allowance for Credit Losses
   as a % of Earning Assets.....        1.13%           1.13%          1.12%

</TABLE>




                                      -14-

<PAGE>
Liquidity and Capital Resources
--------------------------------

The Company requires, in the normal course of business, substantial funding to 
support the level of its earning assets.  Significant reliance is placed on 
the Company's ability to obtain debt funding in the capital markets in 
addition to funding provided by earning asset liquidations and cash provided 
by operating activities as well as transactions through the Company's asset-
backed securities programs.  Debt issuances have generally been in the form of 
commercial paper, United States and Euro Medium Term Notes ("MTNs") and 
Eurobonds.  On occasion, this funding has been supplemented by loans and 
equity contributions from TMS.

Commercial paper issuances are used to meet short-term funding needs. 
Commercial paper outstanding under TMCC's commercial paper program ranged from 
approximately $1.3 billion to $2.5 billion in the first quarter of fiscal 
1998, with an average outstanding balance of $1.7 billion.  For additional 
liquidity purposes, TMCC maintains syndicated bank credit facilities with 
certain banks which aggregated $2.0 billion at December 31, 1997. No loans 
were outstanding under any of these bank credit facilities during the first 
quarter of fiscal 1998.  TMCC also maintains, along with TMS, uncommitted, 
unsecured lines of credit with banks totaling $250 million.  At December 31, 
1997, TMCC had issued approximately $24 million in letters of credit, 
primarily related to the Company's insurance operations.

Long-term funding requirements are met through the issuance of a variety of 
debt securities underwritten in both the United States and international 
capital markets.  During the first quarter of fiscal 1998, TMCC issued 
approximately $877 million of MTNs and Eurobonds all of which had original 
maturities of one year or more.  

The original maturities of all MTNs and Eurobonds outstanding at December 31, 
1997 ranged from one to eleven years. At December 31, 1997, the amounts 
outstanding under MTNs and Eurobonds, including the effect of foreign currency 
translations at December 31, 1997 spot exchange rates, are as follows:

<TABLE>
<CAPTION>
				     	                               Total
				                                    U.S. and 
                         U.S.            Foreign            Foreign 
                       Currency          Currency           Currency
                     Denominated       Denominated        Denominated 
                    -------------     -------------      -------------        
<S>                 <C>               <C>                <C>         
MTNs..............  $5.9 billion      $4.1 billion       $10.0 billion
Eurobonds.........   1.0 billion       2.0 billion         3.0 billion
                    ------------      ------------       -------------
                    $6.9 billion      $6.1 billion       $13.0 billion
                    ============      ============       =============
</TABLE>












                                      -15-

<PAGE>
TMCC anticipates continued use of MTNs in both the United States and 
international capital markets.  At January 31, 1998, approximately $368 
million was available for issuance under TMCC's United States public MTN 
program, none of which was committed for issue by the Company.  The maximum 
aggregate principal amount authorized to be outstanding at any time under 
TMCC's Euro MTN program is $16.0 billion.  Approximately $6.3 billion was 
available for issuance under the Euro MTN program as of January 31, 1998, none 
of which was committed for issue by the Company.  The United States and Euro 
MTN programs may be expanded from time to time to allow for the continued use 
of these sources of funding.  Additionally, TMCC has registered approximately 
$700 million of securities, excluding MTNs, with the SEC which were available 
for issuance at January 31, 1998. 

TMCC utilizes its asset-backed securitization programs to generate funds for 
investment in earning assets.  In October 1996, TMCC created Toyota Lease 
Trust, a Delaware business trust to act as a lessor and to hold title to 
leased vehicles in specified states in connection with its lease 
securitization program.  TMCC anticipates that the number and principal amount 
of leases originated by the Toyota Lease Trust will comprise a significant and 
increasing percentage of what otherwise would have been TMCC's lease 
portfolio; however, until leases are included in a securitization transaction, 
they will continue to be classified as finance receivables on TMCC's balance 
sheet.

The Company's ratio of earnings to fixed charges was 1.27 for the first 
quarter of fiscal 1998 compared to 1.31, 1.32 and 1.42 for fiscal years 1997, 
1996 and 1995, respectively.  The decline in the ratio from 1996 and 1995 
levels has not affected the Company's ability to maintain its liquidity or its 
access to its outside funding sources.  The decline in the ratio is due to 
several factors, including higher interest expense, higher vehicle disposition 
losses on off-lease vehicles, higher credit losses and increased operating 
expenses attributable to TMCC's growing customer base.  The ratio of earnings 
to fixed charges has remained level for the first quarter of fiscal 1998 as 
compared with the same period in fiscal 1997.

Cash flows provided by operating, investing and financing activities have been 
used primarily to support earning asset growth.  During the first three months 
of fiscal 1998, cash used to purchase additional investments in operating 
leases and finance receivables, totaling $5.1 billion, was partially provided 
by the liquidation and sale of earning assets totaling $3.8 billion.  
Investing activities resulted in a net cash use of $1.3 billion during the 
first three months of fiscal 1998, as the purchase of additional earning 
assets exceeded cash provided by the liquidation and sale of earning assets.  
Investing activities were also supported by net cash provided by operating and 
finance activities totaling $0.4 billion and $1.0 billion, respectively, 
during the first three months of fiscal 1998.  The Company believes that cash 
provided by operating and investing activities as well as access to domestic 
and international capital markets, the issuance of commercial paper and asset-
backed securitization transactions will provide sufficient liquidity to meet 
its future funding requirements.

As discussed more fully in TMCC's 1997 Annual Report on Form 10-K, TMCC uses a 
variety of interest rate and currency derivative instruments in managing its 
interest rate and foreign currency exchange exposures.  TMCC does not utilize 
these instruments for trading purposes.  Derivative financial instruments used 
by TMCC involve, to varying degrees, elements of credit risk in the event a 
counterparty should default and market risk as the instruments are subject to 
rate and price fluctuations.







                                      -16-

<PAGE>
Credit exposure of derivative financial instruments is represented by the fair 
value of contracts with a positive fair value at December 31, 1997 reduced by 
the effects of master netting agreements.  The credit exposure of TMCC's 
derivative financial instruments at December 31, 1997 was $40 million on an 
aggregate notional amount of $20.5 billion.  At December 31, 1997 
approximately 90% of TMCC's derivative financial instruments, based on 
notional amounts, were with commercial banks and investment banking firms 
assigned investment grade ratings of "AA" or better by national rating 
agencies.  TMCC does not anticipate non-performance by any of its 
counterparties.

As of December 31, 1997, an interest rate increase of 1% (100 basis points) 
would raise TMCC's weighted average interest rate, including the effects of 
interest rate swap agreements and option-based products, by .59% from 5.89% to 
an estimated 6.48% at December 31, 1997.  Conversely, an interest rate 
decrease of 1% (100 basis points) would lower TMCC's weighted average interest 
rate, including the effects of interest rate swap agreements and option-based 
products, by .84% from 5.89% to an estimated 5.05% at December 31, 1997.

TMCC uses a value-at-risk methodology, in connection with other management 
tools, to assess and manage the interest rate risk of aggregated loan and 
lease assets and financial liabilities, including interest rate derivatives 
and option-based products.  Value-at-risk represents the potential losses for 
a portfolio from adverse changes in market factors for a specified period of 
time and likelihood of occurrence (i.e. level of confidence).  TMCC's value-
at-risk methodology incorporates the impact from adverse changes in market 
interest rates but does not incorporate any impact from other market changes, 
such as foreign currency exchange rates or commodity prices, which do not 
affect the value of TMCC's portfolio.  The methodology assumes that changes in 
interest rates are lognormally distributed.  For options and instruments with 
non-linear returns, the model uses the Black Scholes method to approximate 
changes in fair value. The value-at-risk methodology excludes changes in fair 
values related to investments in marketable securities as these amounts are 
not significant.  TMCC estimates value-at-risk using historical interest rate 
volatilities for the past two years and a stratified random sampling 
methodology.

The value-at-risk of TMCC's portfolio as of December 31, 1997, measured as the 
potential 30 day loss in fair value from assumed adverse changes in interest 
rates is as follows:

<TABLE>
<CAPTION>

                                                  As of
                                            December 31, 1997
                                            ------------------
<S>                                         <C>
Mean portfolio value......................  $3,380.0 million
Value-at-risk.............................     $36.6 million
Percentage of the mean portfolio value....       1.1%
Confidence level..........................      95.0%
</TABLE>











                                      -17-

<PAGE>
TMCC's calculated value-at-risk exposure represents an estimate of reasonably 
possible net losses that would be recognized on its portfolio of financial 
instruments assuming hypothetical movements in future market rates and is not 
necessarily indicative of actual results which may occur.  It does not 
represent the maximum possible loss nor any expected loss that may occur, 
since actual future gains and losses will differ from those estimated, based 
upon actual fluctuations in market rates, operating exposures, and the timing 
thereof, and changes in the composition of TMCC's portfolio of financial 
instruments during the year.

A reconciliation of the activity of TMCC's derivative financial instruments 
for the three months ended December 31, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
                                                 Three Months Ended December 31,
                                  ------------------------------------------------------------
                                     Cross
                                    Currency
                                    Interest        Interest                        Indexed
                                   Rate Swap       Rate Swap      Option-based     Note Swap
                                   Agreements      Agreements       Products       Agreements
                                  ------------    ------------    ------------    ------------
                                  1997    1996    1997    1996    1997    1996    1997    1996
                                  ----    ----    ----    ----    ----    ----    ----    ----
                                                      (Dollars in Billions)
                                 
<S>                               <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Beginning notional amount.......  $6.5    $5.6    $6.3    $6.8    $5.6    $6.2    $2.4    $1.9

Add:
   New agreements...............   0.7     1.1     0.1     0.3     1.1     1.1     0.1     0.6

Less:

   Terminated agreements........     -       -       -       -       -       -       -       -
   Expired agreements...........   0.5     0.1     1.0     0.5     0.7     1.7     0.1     0.1
                                  ----    ----    ----    ----    ----    ----    ----    ----
Ending notional amount..........  $6.7    $6.6    $5.4    $6.6    $6.0    $5.6    $2.4    $2.4
                                  ====    ====    ====    ====    ====    ====    ====    ====

</TABLE>





                                      -18-

<PAGE>
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the 
Private Securities Litigation Reform Act of 1995

The foregoing Business description and Management's Discussion and Analysis 
contain various "forward looking statements" within the meaning of Section 27A 
of the Securities Act of 1933, as amended, and Section 21E of the Securities 
Exchange Act of 1934, as amended, which represent the Company's expectations 
or beliefs concerning future events, including the following: that the lease 
earning assets on the Company's books are recorded at net realizable value; 
that allowances for credit losses are considered adequate to cover expected 
credit losses; that TMCC anticipates continued growth in operating expenses 
associated with portfolio growth, expanded customer service activities, 
technology upgrades and software modifications to address year 2000 issues; 
that TMCC anticipates the continued use of the Titling Trust in connection 
with securitization transactions; the Company's continued use of MTNs in the 
United States and the international capital markets; that the declining ratio 
of earnings to fixed charges is not indicative of a material decline in the 
liquidity of the Company; that cash provided by operating and investing 
activities as well as access to domestic and international capital markets, 
the issuance of commercial paper and asset-backed securitization transactions 
will provide sufficient liquidity to meet the Company's future funding 
requirements.

The Company cautions that these statements are further qualified by important 
factors that could cause actual results to differ materially from those in the 
forward looking statements, including, without limitation, the following:  
decline in demand for Toyota and Lexus products; the effect of economic 
conditions; a decline in the market acceptability of leasing; the effect of 
competitive pricing on interest margins; increases in prevailing interest 
rates; changes in pricing due to the appreciation of the Japanese yen against 
the United States dollar; the effect of governmental actions; the effect of 
competitive pressures on the used car market and residual values; the 
continuation of, and if continued, the level and type of special programs 
offered by TMS; the ability of the Company to successfully access the United 
States and international capital markets; the failure of the Company's action 
plan to resolve timely year 2000 issues due to non-performance by outside 
contractors or other factors; increased costs associated with the Company's 
debt funding efforts; and the ability of the Company's counterparties to 
perform under interest rate and cross currency swap agreements.  Results 
actually achieved thus may differ materially from expected results included in 
these statements.



                                      -19-

<PAGE>
Review by Independent Public Accountants

With respect to the unaudited consolidated financial information of Toyota 
Motor Credit Corporation for the three-month periods ended December 31, 1997 
and 1996, Price Waterhouse LLP ("Price Waterhouse") reported that they have 
applied limited procedures in accordance with professional standards for a 
review of such information.  However, their separate report dated February 12, 
1998 appearing herein, states that they did not audit and they do not express 
an opinion on that unaudited consolidated financial information.  Price 
Waterhouse has not carried out any significant or additional audit tests 
beyond those which would have been necessary if their report had not been 
included.  Accordingly, the degree of reliance on their report on such 
information should be restricted in light of the limited nature of the review 
procedures applied.  Price Waterhouse is not subject to the liability 
provisions of Section 11 of the Securities Act of 1933 for their report on the 
unaudited consolidated financial information because that report is not a 
"report" or a "part" of the registration statement prepared or certified by 
Price Waterhouse within the meaning of Sections 7 and 11 of the Act.



                                      -20-

<PAGE>
                        PART II.  OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS.

Various claims and actions are pending against TMCC and its subsidiaries with 
respect to financing activities, taxes and other matters arising from the 
ordinary course of business.  Certain of these actions are or purport to be 
class action suits. Management and internal and external counsel perform 
periodic reviews of pending claims and actions to determine the probability of 
adverse verdicts and resulting amounts of liability.  The amounts of liability 
on pending claims and actions as of December 31, 1997 were not determinable; 
however, in the opinion of management, the ultimate liability resulting 
therefrom should not have a material adverse effect on TMCC's consolidated 
financial position or results of operations.  The foregoing is a forward 
looking statement within the meaning of Section 27A of the Securities Act of 
1933, as amended, and Section 21E of the Securities Act of 1934, as amended, 
which represents the Company's expectations and beliefs concerning future 
events.  The Company cautions that its discussion of Legal Proceedings is 
further qualified by important factors that could cause actual results to 
differ materially from those in the forward looking statement, including but 
not limited to the discovery of facts not presently known to the Company or 
determinations by judges, juries or other finders of fact which do not accord 
with the Company's evaluation of the possible liability from existing 
litigation.


ITEM 2.     CHANGES IN SECURITIES.

            There is nothing to report with regard to this item.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

            There is nothing to report with regard to this item.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            Not applicable.


ITEM 5.     OTHER INFORMATION.

            There is nothing to report with regard to this item.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

            (a)   Exhibits

            The exhibits listed on the accompanying Exhibit Index, on page 23, 
            are filed as part of this report.

            (b)   Reports on Form 8-K

            There were no reports on Form 8-K filed by the registrant during  
            the quarter ended December 31, 1997.




                                      -21-

<PAGE>
                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                             TOYOTA MOTOR CREDIT CORPORATION
                                             -------------------------------
                                                      (Registrant)



Date:   February 12, 1998                 By     /S/ GEORGE BORST
                                             -------------------------------
                                                     George Borst
                                               Senior Vice President and
                                                    General Manager
                                             (Principal Executive Officer)



Date:   February 12, 1998                 By     /S/ GREGORY WILLIS
                                             -------------------------------
                                                     Gregory Willis
                                                     Vice President 
                                               Finance and Administration
                                             (Principal Accounting Officer)


                                      -22-

<PAGE>
                               EXHIBIT INDEX


Exhibit                                                              Method
Number                           Description                        of Filing
-------                          -----------                        ---------

  12.1       Calculation of Ratio of Earnings to Fixed Charges.      Filed
                                                                    Herewith

  15.1       Report of Independent Accountants.                      Filed
                                                                    Herewith

  15.2       Letter regarding unaudited interim financial            Filed
             information.                                           Herewith

  27.1       Financial Data Schedule.                                Filed
                                                                    Herewith


                                      -23-