<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  March 31, 1998
                                     --------------
          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 April 30, 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>

                                                March 31,    September 30,      March 31,
                                                  1998           1997             1997
                                               -----------   -------------     -----------
                                               (Unaudited)                     (Unaudited)
<S>                                            <C>           <C>               <C>
               ASSETS
               ------

Cash and cash equivalents.................        $   167          $   177         $   276
Investments in marketable securities......            324              305             190
Investments in operating leases, net......          9,840           10,257          10,690
Finance receivables, net..................         10,487            8,452           8,450
Receivable from Parent....................             91              112               -
Other receivables.........................            153              137              64
Deferred charges..........................            174              164             162
Other assets..............................            247              183             161
Income taxes receivable...................             93               43               -
                                                  -------          -------         -------

         Total Assets.....................        $21,576          $19,830         $19,993
                                                  =======          =======         =======


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

Notes and loans payable...................        $16,097          $14,745         $15,152
Accrued interest..........................            179              213             190
Accounts payable and accrued expenses.....          1,310            1,072             943
Due to Parent.............................              -                -              51
Deposits..................................            242              248             248
Income taxes payable......................              -                -              64
Deferred income...........................            509              517             562
Deferred income taxes.....................          1,083              954             785
                                                  -------          -------         -------
      Total Liabilities...................         19,420           17,749          17,995
                                                  -------          -------         -------

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......................          1,226            1,159           1,081  
   Net unrealized gains on marketable 
      securities..........................             15                7               2
                                                  -------          -------         -------
      Total Shareholder's Equity..........          2,156            2,081           1,998
                                                  -------          -------         -------
         Total Liabilities and
         Shareholder's Equity.............        $21,576          $19,830         $19,993
                                                  =======          =======         =======
</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    Six Months Ended
                                                   March 31,            March 31,   
                                              ------------------    ----------------
                                               1998        1997      1998      1997
                                              ------      ------    ------    ------ 
                                                             (Unaudited)
<S>                                           <C>         <C>       <C>       <C>
Financing Revenues:

   Leasing.................................   $  645      $  693    $1,296    $1,390 
   Retail financing........................      130         113       256       223
   Wholesale and other dealer financing....       25          22        46        44 
                                              ------      ------    ------    ------

Total financing revenues...................      800         828     1,598     1,657

   Depreciation on operating leases........      414         445       838       915
   Interest expense........................      239         225       473       452
                                              ------      ------    ------    ------ 
     
                            
Net financing revenues.....................      147         158       287       290

Other revenues.............................       43          35        85        71
                                              ------      ------    ------    ------

Net financing revenues and other revenues..      190         193       372       361
                                              ------      ------    ------    ------ 

Expenses:

   Operating and administrative............       96          77       179       151
   Provision for credit losses.............       41          35        77        65
                                              ------      ------    ------    ------

Total expenses.............................      137         112       256       216
                                              ------      ------    ------    ------ 
 

Income before income taxes.................       53          81       116       145

Provision for income taxes.................       23          34        49        60
                                              ------      ------    ------    ------

Net Income.................................   $   30      $   47    $   67    $   85 
                                              ======      ======    ======    ====== 
</TABLE>



       See Accompanying Notes to Consolidated Financial Statements.


                                      -3-


<PAGE>
                         TOYOTA MOTOR CREDIT CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Dollars in Millions)
<TABLE>
<CAPTION>
                                                                  Six Months Ended March 31,
                                                                  --------------------------
                                                                   1998                1997
                                                                  ------              ------
                                                                          (Unaudited)
<S>                                                               <C>                 <C>
Cash flows from operating activities:
                                                                  
   Net income............................................         $   67              $   85
                                                                  ------              ------
   Adjustments to reconcile net income to net 
      cash provided by operating activities:
         Depreciation and amortization...................            893                 937
         Provision for credit losses.....................             77                  65
         Gain from sale of finance receivables, net......             (2)                  -
        (Decrease) in accrued interest...................            (34)                (36)
         Increase (decrease) in deferred income taxes....            129                 (20)
        (Increase) decrease in other assets..............            (99)                 42
        (Decrease) increase in other liabilities.........            (38)                 33
                                                                  ------              ------
   Total adjustments.....................................            926               1,021
                                                                  ------              ------

Net cash provided by operating activities................            993               1,106
                                                                  ------              ------

Cash flows from investing activities:

   Addition to investments in marketable securities......           (413)                (36)
   Disposition of investments in marketable securities...            402                 201
   Addition to investments in operating leases...........         (1,956)             (2,102)
   Disposition of investments in operating leases........          1,507               1,306
   Purchase of finance receivables.......................         (8,461)             (4,474)
   Liquidation of finance receivables....................          6,243               3,443 
   Proceeds from sale of finance receivables.............            104                   - 
                                                                  ------              ------

Net cash used in investing activities....................         (2,574)             (1,662)
                                                                  ------              ------

Cash flows from financing activities:

   Proceeds from issuance of notes and loans payable.....          2,935               3,864
   Payments on notes and loans payable...................         (2,114)             (2,675)
   Net increase (decrease) in commercial paper with 
      original maturities less than 90 days..............            750                (527)
                                                                  ------              ------

Net cash provided by financing activities................          1,571                 662
                                                                  ------              ------

Net (decrease) increase in cash and cash equivalents.....            (10)                106

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

Cash and cash equivalents at the end of the period.......         $  167              $  276 
                                                                  ======              ======

Supplemental disclosures:

   Interest paid.........................................         $  491              $  475
   Income taxes paid.....................................         $    4              $    4

</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 and six months ended March 31, 1998 and 
1997 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 and six months 
ended March 31, 1998 are not necessarily indicative of those expected for any 
other interim period or for a full year.  Certain March 1997 accounts have 
been reclassified to conform with the March 1998 and September 1997 
presentation.

Under an arrangement with Toyota Motor Sales, U.S.A., Inc. ("TMS" or 
"Parent"), TMS will provide support to TMCC for certain vehicle disposition 
losses incurred during fiscal 1998.  TMS support amounts included in the 
Consolidated Statement of Income related to this arrangement totaled $25 
million for the quarter and six months ended March 31, 1998.

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>                                     
                                             March 31,     September 30,       March 31,
                                               1998            1997              1997
                                             ---------     -------------       ---------
                                                        (Dollars in Millions)   
<S>                                          <C>           <C>                 <C>
Vehicles..................................     $12,067           $12,557         $13,231
Equipment and other.......................         377               338             301
                                               -------           -------         -------
                                                12,444            12,895          13,532
Accumulated depreciation..................      (2,504)           (2,535)         (2,735)
Allowance for credit losses ..............        (100)             (103)           (107)        
                                               -------           -------         -------         
 Investments in operating leases, net.....     $ 9,840           $10,257         $10,690
                                               =======           =======         =======
</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>                                        
                                              March 31,      September 30,        March 31,
                                                1998             1997               1997
                                              ---------      -------------        ---------
                                                          (Dollars in Millions)    
<S>                                           <C>            <C>                  <C>
Retail.....................................      $6,895             $6,315           $6,030
Finance leases.............................       3,203              1,938            1,982
Wholesale and other dealer loans...........       1,311                885            1,127
                                                 ------             ------           ------
                                                 11,409              9,138            9,139
Unearned income............................        (788)              (576)            (575)
Allowance for credit losses................        (134)              (110)            (114)
                                                 ------             ------           ------
   Finance receivables, net................     $10,487             $8,452           $8,450
                                                 ======             ======           ======
</TABLE>

Finance leases included estimated unguaranteed residual values of  
$862 million, $678 million and $771 million at March 31, 1998, September 30, 
1997 and March 31, 1997, respectively.  

The aggregate balances related to finance receivables 60 or more days past due 
totaled $17 million, $17 million and $24 million at March 31, 1998, 
September 30, 1997 and March 31, 1997, respectively.


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

Notes and loans payable consisted of the following:
<TABLE>
<CAPTION>                                        
                                               March 31,      September 30,       March 31,
                                                 1998             1997              1997
                                               ---------      -------------       ---------
                                                          (Dollars in Millions)  
<S>                                            <C>            <C>                 <C>
Commercial paper, net....................        $ 2,236            $ 1,512         $ 1,913
                                                 -------            -------         -------
Other senior debt, due in the years
   ending September 30,:
   1997..................................              -                  -           1,235
   1998..................................          1,484              2,868           2,762
   1999..................................          1,731              1,324           1,315
   2000..................................          2,395              2,505           2,505
   2001..................................          2,262              2,154           2,158
   2002..................................          2,551              2,660           2,610
   Thereafter............................          3,322              1,606             543
                                                 -------            -------         -------
                                                  13,745             13,117          13,128
Unamortized premium......................            116                116             111
                                                 -------            -------         -------
   Total other senior debt...............         13,861             13,233          13,239
                                                 -------            -------         -------
      Notes and loans payable............        $16,097            $14,745         $15,152
                                                 =======            =======         =======
</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 22 days and 5.60%, respectively, at March 31, 
1998.  Short-term MTNs with original terms of one year or less, included in  
other senior debt, were $472 million at March 31, 1998.  The weighted average 
interest rate on these short-term MTNs was 5.69% at March 31, 1998, including 
the effect of interest rate swap agreements.

The weighted average interest rate on other senior debt was 5.70% at March 31, 
1998, including the effect of derivative financial instruments.  This rate has 
been calculated using rates in effect at March 31, 1998, some of which are 
floating rates that reset daily.  Approximately 40% of other senior debt at 
March 31, 1998 had floating interest rates that were covered by option-based 
products.  The weighted average strike rate on these option-based products was 
6.08% at March 31, 1998.  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 March 31, 1998 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 $8.1 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 March 31, 1998.  The 
receivables or payables arising as a result of the differences between the 
March 31, 1998 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 $1.0 billion at 
March 31, 1998.






                                      -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 and six months ended March 31, 1998 and March 31, 1997:

<TABLE>
<CAPTION>                                     Three Months Ended   Six Months Ended
                                                  March 31,           March 31,
                                              ------------------   ----------------
                                              1998          1997   1998        1997
                                              ----          ----   ----        ----
<S>                                           <C>           <C>    <C>         <C>
                                                      (Dollars in Millions)
Net income:                                                    
  Financing operations.....................    $25           $43    $57         $75 
  
  Insurance operations.....................      5             4     10          10 
                                              ----          ----   ----        ----
     Total net income......................    $30           $47    $67         $85
                                              ====          ====   ====        ====
</TABLE>

Net income from financing operations decreased 42% and 24% for the quarter and 
six months ended March 31, 1998, as compared with the same periods in fiscal 
1997 primarily as a result of increased provision for residual value losses 
due to higher residual value loss experience as well as higher operating and 
administrative expenses and increased provision for credit losses, partially 
offset by increased other income.

Net income from insurance operations increased 25% for the quarter ended March 
31, 1998 and remained stable for the six months ended March 31, 1998, as 
compared with the same periods in fiscal 1997.  The increase for the quarter 
ended March 31, 1998 reflects increased underwriting profit and higher 
investment income, partially offset by higher personnel and operating 
expenses.





                                      -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 
and six months ended March 31, 1998 and March 31, 1997 are summarized below:

<TABLE>
<CAPTION>
                                                   
                                               March 31,     September 30,      March 31,
                                                 1998             1997            1997
                                               ---------     -------------      ---------
                                                          (Dollars in Millions)
<S>                                            <C>           <C>                <C>
                                                                               
Vehicle lease
 Investment in operating leases, net.....         $9,682           $10,124        $10,583
 Finance leases, net.....................          2,567             1,498          1,540
                                                 -------           -------        -------
Total vehicle leases.....................         12,249            11,622         12,123
 
Vehicle retail finance receivables, net..          6,352             5,866          5,586
Vehicle wholesale and other receivables..          1,960             1,434          1,652
Allowance for credit losses..............           (234)             (213)          (221)
                                                 -------           -------        -------
Total net earning assets.................        $20,327           $18,709        $19,140
                                                 =======           =======        =======

</TABLE>

<TABLE>
<CAPTION>                                                     
                                            Three Months Ended     Six Months Ended
                                                March 31,             March 31,     
                                             1998        1997      1998        1997 
                                            -------    -------    -------    ------- 
<S>                                         <C>        <C>        <C>        <C>
Total contract volume:
   Vehicle lease..........................   73,000     54,000    135,000    110,000 
   Vehicle retail.........................   58,000     54,000    110,000    107,000
                                            -------    -------    -------    -------
Total.....................................  131,000    108,000    245,000    217,000
                                            =======    =======    =======    =======

TMS sponsored contract volume:
   Vehicle lease..........................   26,000     12,000     37,000     31,000
   Vehicle retail.........................    9,000      4,000     13,000      6,000
                                            -------    -------    -------    -------
Total.....................................   35,000     16,000     50,000     37,000
                                            =======    =======    =======    =======

Finance penetration (excluding fleet):
   Vehicle lease..........................    29.3%      19.7%      25.6%      20.8%
   Vehicle retail.........................    13.5%      11.4%      12.0%      12.0%
                                              -----      -----      -----      ----- 
Total.....................................    42.8%      31.1%      37.6%      32.8% 
                                              =====      =====      =====      =====
</TABLE>


                                      -9-


<PAGE>
TMCC's net earning assets increased to $20.3 billion at March 31, 1998 from 
$18.7 billion at September 30, 1997 and $19.1 billion at March 31, 1997.  
Asset growth from the prior year and for the six months ended March 31, 1998 
reflects increased lease, retail and wholesale earning assets.  The increase 
in the allowance for credit losses corresponds with 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.  TMCC holds an undivided trust interest in lease 
contracts owned by the Titling Trust, and such lease contracts are included in 
TMCC's lease assets, until such time as the beneficial interests in such 
contracts are transferred in connection with a securitization transaction.  
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 resulting in an increased mix of finance receivables relative 
to operating lease assets due to the classification differences described 
above.

TMCC's lease contract volume increased for the quarter and six months ended 
March 31, 1998 as compared with the same periods in fiscal 1997 reflecting 
higher lease finance penetration, competitive leasing programs and higher 
levels of lease programs sponsored by TMS.

TMCC's retail contract volume increased for the quarter and six months ended 
March 31, 1998 as compared with the same periods in fiscal 1997 primarily as a 
result of higher TMS sponsored special programs. 



                                      -10-


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

TMCC's net financing revenues decreased 7% and 1% for the quarter and six 
months ended March 31, 1998, as compared with the same periods in fiscal 1997 
primarily as a result of increased provision for residual value losses, which 
is described below under depreciation on operating leases, as well as 
increased interest expense, partially offset by increased retail and wholesale 
revenues.

The following table summarizes TMCC's other revenues for the three and six 
months ended March 31, 1998 and March 31, 1997:

<TABLE>
<CAPTION>                                                      
                                            Three Months Ended     Six Months Ended
                                                 March 31,             March 31,
                                            1998          1997     1998        1997
                                            ----          ----     ----        ----
                                                     (Dollars in Millions)         
<S>                                         <C>           <C>      <C>        <C>
Insurance operations revenues.............   $35           $31      $69         $62
Gains and servicing fees on assets sold...     7             2       14           5
Investment and other income...............     1             2        2           4
                                            ----          ----     ----        ----
   Total other revenues...................   $43           $35      $85         $71
                                            ====          ====     ====        ====
</TABLE>

Other revenues increased 23% and 20% for the quarter and six months ended 
March 31, 1998, as compared with the same periods 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 for the quarter and six months 
ended March 31, 1998, as compared with the same periods in fiscal 1997 due to 
growth in the balance of sold retail receivables and interests in lease 
finance receivables.  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 and $2 million for 
the quarter and six months ended March 31, 1998.  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>
Depreciation on Operating Leases
--------------------------------

The following table sets forth the items included in TMCC's depreciation on 
operating leases for the three and six months ended March 31, 1998 and March 
31, 1997:

<TABLE>
<CAPTION>                                               Three Months Ended   Six Months Ended
                                                            March 31,           March 31,
                                                        ------------------   ----------------
                                                        1998          1997   1998        1997
                                                        ----          ----   ----        ----
<S>                                                     <C>           <C>    <C>         <C>
                                                                (Dollars in Millions)

  Straight-line depreciation on operating leases.....   $378          $421   $762        $849
  Provision for residual value losses
      on operating leases............................     61            24    101          66
  Parent support for certain vehicle disposition
      losses.........................................    (25)            -    (25)          -
                                                        ----          ----   ----        ----
     Total depreciation on operating leases..........   $414          $445   $838        $915
                                                        ====          ====   ====        ====
</TABLE>

Straight-line depreciation expense decreased 10% for the quarter and six 
months ended March 31, 1998, as compared with the same periods in fiscal 1997 
corresponding with a decline in average operating lease assets. As discussed 
earlier, the acquisition of leases by the Titling Trust has increased the 
ratio of lease finance receivables relative to operating lease assets, which 
results in 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 September 30, 1997 to $8.7 billion 
at March 31, 1998 reflecting the acquisition of residual value insurance on an 
increasing number of leases in connection with the lease securitization 
program.  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.

















                                      -12-


<PAGE>
The increase in the provision for residual value losses on operating leases 
for the quarter and six months ended March 31, 1998 reflects increasing off-
lease vehicle return rates as well as higher residual value losses per vehicle 
sold at auction. The number of leased vehicles returned to TMCC as a 
percentage of the number of lease contracts that as of their origination dates 
were scheduled to terminate ("full term return ratio") has increased for each 
of the first two quarters of TMCC's 1998 fiscal year.  TMCC anticipates that 
the full term return ratio will continue at the increased level through the 
remainder of the fiscal year and perhaps longer.  The full term return ratio 
was 36% in the first six months of fiscal 1998 as compared to 14% for the same 
period in fiscal 1997.  Losses at vehicle disposition increased $36 million 
and $60 million for the quarter and six months ended March 31, 1998 as 
compared with the same periods in fiscal 1997.  TMCC believes that the 
increase in vehicle returns and losses is due in part to (i) the relatively 
large number of 24 month Toyota vehicle leases maturing during the current 
fiscal year, which historically experience higher return rates and losses per 
unit than longer term contracts and (ii) the impact of competitive new vehicle 
pricing for core Toyota and Lexus models which has put downward pressure on 
late model Toyota and Lexus used vehicle prices.  In addition, the large 
supply of late model used vehicles in the used car market may also be 
affecting return rates by depressing market prices.  No assurance can be made 
that the rate of vehicle returns or disposition losses will not increase 
further.

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 that such 
activities or strategies will be successful with regard to future results.  
During fiscal 1998, the Company received Parent support for vehicle 
disposition losses; no assurance can be provided as to either the level of 
Parent support for the remainder of fiscal 1998 or the continuation of the 
support arrangement beyond fiscal 1998.  TMCC's lease portfolio includes 
contracts with terms ranging from 12 to 60 months; the average original 
contract term in TMCC's operating lease portfolio was 36 months at March 31, 
1998 and 1997.    

Interest Expense
----------------

Interest expense increased 6% and 5% during the quarter and six months ended 
March 31, 1998, as compared with the same periods 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 5.88% and 5.85% for the six months ended March 
31, 1998 and 1997, respectively.

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

Operating and administrative expenses increased 25% and 19% during the quarter 
and six months ended March 31, 1998, as compared with the same periods 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.







                                      -13-


<PAGE>
Provision for Credit Losses
---------------------------

TMCC's provision for credit losses increased 17% and 18% during the quarter 
and six months ended March 31, 1998, as compared with the same periods in 
fiscal 1997 primarily as a result of less favorable credit loss experience and 
earning asset growth.  Increased credit losses reflect an increased number of 
repossessed accounts, higher losses per repossessed account reflecting a 
weaker used vehicle market, 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 during the quarter and six months ended March 31, 1998, as compared 
with the same periods 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 
March 31, 1998.

Net credit loss experience, excluding net losses on receivables sold subject 
to limited recourse provisions, for the three and six months ended March 31, 
1998 and 1997 was as follows:
<TABLE>
<CAPTION>

                                      Three Months Ended        Six Months Ended    
                                           March 31,                March 31, 
                                      ------------------        ---------------- 
                                      1998          1997        1998        1997
                                      -----        -----        -----      ----- 
                                                 (Dollars in Millions)         
<S>                                   <C>          <C>          <C>        <C>
Gross Credit Losses                   $33.8        $30.8        $62.2      $53.5 
Recoveries                             (3.6)        (2.9)        (6.9)      (5.7)
                                      -----        -----        -----      ----- 
Net Credit Losses...............      $30.2        $27.9        $55.3      $47.8 
                                      =====        =====        =====      ===== 

Annualized Net Credit Losses
   as a % of Average Earning
   Assets.......................       .61%         .59%         .57%       .51% 

</TABLE>

<TABLE>
<CAPTION>
                                   
                                   March 31,   September 30,   March 31,
                                     1998          1997          1997
                                   ---------   -------------   ---------
                                           (Dollars in Millions)
<S>                                <C>         <C>             <C>

Allowance for Credit Losses.....        $234            $213        $221

Allowance for Credit Losses
   as a % of Earning Assets.....       1.14%           1.13%       1.14%

</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 $3.0 billion during the first six months of 
fiscal 1998, with an average outstanding balance of $2.1 billion.  For 
additional liquidity purposes, TMCC maintains syndicated bank credit 
facilities with certain banks which aggregated $2.0 billion at March 31, 1998. 
No loans were outstanding under any of these bank credit facilities during the 
first six months of fiscal 1998.  TMCC also maintains, along with TMS, 
uncommitted, unsecured lines of credit with banks totaling $250 million.  At 
March 31, 1998, TMCC had issued approximately $22 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 six months of fiscal 1998, TMCC issued 
approximately $2.6 billion 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 March 31, 
1998 ranged from one to eleven years.  At March 31, 1998, the amounts 
outstanding under MTNs and Eurobonds, including the effect of foreign currency 
translations at March 31, 1998 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..............  $5.8 billion      $4.5 billion       $10.3 billion
Eurobonds.........   1.0 billion       2.6 billion         3.6 billion
                    ------------      ------------       -------------
                    $6.8 billion      $7.1 billion       $13.9 billion
                    ============      ============       =============
</TABLE>












                                      -15-


<PAGE>
TMCC anticipates continued use of MTNs in both the United States and 
international capital markets.  At April 30, 1998, approximately $168 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 $6.7 billion was available for 
issuance under the Euro MTN program as of April 30, 1998 of which the Company 
has committed to issue approximately $1.0 billion.  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 April 30, 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.  TMCC has entered into agreements to sell approximately $500 million in 
interests in lease finance receivables owned by the Toyota Lease Trust in 
connection with a lease asset backed securitization transaction which is 
scheduled to close in May 1998.

The Company's ratio of earnings to fixed charges was 1.24 for the first six 
months of fiscal 1998 compared to 1.32 for the first six months of fiscal 
1997. TMCC believes that the decline in the ratio has not affected its ability 
to maintain liquidity or access to outside funding sources.  The decline in 
the ratio is due to several factors including higher interest expense, higher 
provisions for residual value and credit losses and increased operating 
expenses attributable to TMCC's growing customer base, customer service and 
technology initiatives and costs in connection with the year 2000 project. 

Cash flows provided by operating, investing and financing activities have been 
used primarily to support earning asset growth.  During the first six months 
of fiscal 1998, cash used to purchase additional investments in operating 
leases and finance receivables, totaling $10.4 billion, was partially provided 
by the liquidation and sale of earning assets totaling $7.8 billion.  
Investing activities resulted in a net cash use of $2.6 billion during the 
first six 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 $1.0 billion and $1.6 billion, respectively, 
during the first six 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.












                                      -16-


<PAGE>
On April 2, 1998, Moody's affirmed its "Aaa" rating of Japan's debt, but 
changed its outlook for Japan's "Aaa" debt rating from "stable" to "negative". 
In making the announcement, Moody's cited the uncertainty of the ability of 
Japanese authorities to promote a return to economic growth and fiscal 
balance.  As a result, Moody's also lowered its outlook for all Japanese 
companies with a "Aaa" debt rating, including that of Toyota Motor Corporation 
("TMC"), TMCC's ultimate parent.  Moody's April 2 release stressed, however, 
that notwithstanding the change in rating outlook, the rating of Japan is not 
on review for possible downgrade and that it maintains its "Aaa" rating on 
Japan in view of the country's many fundamental strengths.  The release noted 
further that a change in outlook merely signifies the identification of 
developments that may lead to a formal review of the rating over an 18-month 
to two-year horizon.  Although Moody's has not made any public announcement to 
this effect, if the credit rating of TMC were lowered, the credit rating of 
TMCC could also be lowered.  To date, Standard & Poor's has not changed its 
"AAA" rating of Japan's sovereign debt or the credit rating of TMC. 

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.

Credit exposure of derivative financial instruments is represented by the fair 
value of contracts with a positive fair value at March 31, 1998 reduced by the 
effects of master netting agreements.  The credit exposure of TMCC's 
derivative financial instruments at March 31, 1998 was $39 million on an 
aggregate notional amount of $21.5 billion.  At March 31, 1998 approximately 
91% 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 March 31, 1998, 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 .70% from 5.69% to an 
estimated 6.39% at March 31, 1998.  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 .88% from 5.69% to an estimated 4.81% at March 31, 1998.

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.


                                      -17-


<PAGE>
The value-at-risk of TMCC's portfolio as of March 31, 1998, measured as the 
potential 30 day loss in fair value from assumed adverse changes in interest 
rates is as follows:

<TABLE>
<CAPTION>
                                   
                                                  As of
                                              March 31, 1998
                                             ----------------
<S>                                          <C>
Mean portfolio value......................   $3,020.0 million
Value-at-risk.............................      $26.6 million
Percentage of the mean portfolio value....        0.9%
Confidence level..........................       95.0%
</TABLE>


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 six months ended March 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                   Six Months Ended March 31,
                                  ------------------------------------------------------------
                                     Cross
                                    Currency
                                    Interest        Interest                        Indexed
                                   Rate Swap       Rate Swap      Option-based     Note Swap
                                   Agreements      Agreements       Products       Agreements
                                  ------------    ------------    ------------    ------------
                                  1998    1997    1998    1997    1998    1997    1998    1997
                                  ----    ----    ----    ----    ----    ----    ----    ----
                                                      (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...............   2.1     1.5     0.3     0.9     1.4     1.6     0.2     0.8

Less:

   Terminated agreements........     -       -       -       -       -       -       -       -
   Expired agreements...........   0.8     0.1     1.1     1.4     1.1     2.3     0.3     0.2
                                  ----    ----    ----    ----    ----    ----    ----    ----
Ending notional amount..........  $7.8    $7.0    $5.5    $6.3    $5.9    $5.5    $2.3    $2.5
                                  ====    ====    ====    ====    ====    ====    ====    ====

</TABLE>













                                      -18-


<PAGE>
Year 2000 Date Conversion
-------------------------

In 1997, the Company developed an action plan to identify, evaluate and 
implement changes to computer systems and software to address potential year 
2000 systems malfunctions associated with time sensitive programs that may not 
properly recognize the year 2000.  In addition, TMCC has initiated     
communications with dealers, financial institutions, and vendors to determine 
the extent of risk created by those third parties' failure to remediate their 
own year 2000 issues.  At present, TMCC cannot determine the effect of failed 
remediation efforts by these outside parties.  Costs associated with the year 
2000 systems and software modifications are expensed as incurred.  The total 
estimated cost associated with the required modifications to TMCC's systems 
and software is not expected to have a material impact on the Company's 
results of operations, liquidity or capital resources. 

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 TMCC 
anticipates that the rate of vehicle returns will continue at an increased 
level through the remainder of the fiscal year and perhaps longer; 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; 
the Company's continued use of MTNs in the United States and the international 
capital markets; that 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; that the decline in the ratio of earnings to fixed charges has not 
affected the Company's ability to maintain liquidity or access to outside 
funding sources; 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 requirement; that 
the total cost associated with required year 2000 issues is not expected to 
have a material impact on the Company's results of operations, liquidity or 
capital resources.






















                                      -19-


<PAGE>
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 and the 
continuation of the other factors causing an increase in vehicle returns and 
disposition losses; 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, failure of third parties to remediate 
their year 2000 issues 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.

New Accounting Standards

In February 1998, the FASB issued SFAS No. 132, "Employers Disclosure About 
Pensions and Other Postretirement Benefits."  SFAS No. 132 standardizes the 
disclosure requirements for pension and other postretirement benefits, 
requires additional information on changes in the benefit obligations and fair 
values of plan assets and eliminates certain previously required disclosures. 
The Company does not have a pension plan separate from TMS; all full-time 
employees of the Company are eligible to participate in the TMS pension plan. 
Benefit obligations and fair values of plan assets for employees of the 
Company are not determined separately from TMS.  The impact on the Company of 
adoption of SFAS No. 132 is not expected to be significant.

In March 1998, the American Institute of Certified Public Accountants issued 
Statement of Opinion ("SOP") 98-1, "Accounting for the Costs of Computer 
Software Developed or Obtained for Internal Use."  This SOP provides guidance 
on accounting for the costs of computer software developed or obtained for 
internal use.  This SOP requires that entities capitalize certain internal-use 
software costs once certain criteria are met.  Currently, the Company 
generally expenses the costs of developing or obtaining internal-use software 
as incurred.  The Company is currently evaluating SOP 98-1, but does not 
expect it to have a material impact on its consolidated financial statements. 

Review by Independent Public Accountants

With respect to the unaudited consolidated financial information of Toyota 
Motor Credit Corporation for the three-month and six-month periods ended 
March 31, 1998 and 1997, 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 May 7, 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 March 31, 1998 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 March 31, 1998.




                                      -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:   May 7, 1998                       By     /S/ GEORGE E. BORST
                                             -------------------------------
                                                     George E. Borst
                                               Senior Vice President and
                                                    General Manager
                                             (Principal Executive Officer)



Date:   May 7, 1998                       By     /S/ GREGORY B. WILLIS
                                             -------------------------------
                                                     Gregory B. 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-