<PAGE>
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIVATE  
                           Washington, D.C. 20549

                                 FORM 10-K

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the period September 29, 1998 (date of formation) to September 30, 1998
               ------------------------------------------------------------
                                       or
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from                  to
                                      ---------------    ----------------
Commission file number:  333-57109  
                         ---------

                      TOYOTA AUTO LEASE TRUST 1998-B
               --------------------------------------------
          (Exact name of registrant as specified in its charter)

               California                                  33-0755530 
-------------------------------------                  ------------------
    State or other jurisdiction of                      (I.R.S. Employer 
    incorporation or organization                      Identification No.)

         c/o Toyota Leasing, Inc.
        19001 South Western Avenue
           Torrance, California                              90509
-------------------------------------------            ------------------
 (Address of principal executive offices)                  (Zip Code)

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

Securities registered pursuant to section 12(b) of the Act:     None    
                                                            -------------

Securities registered pursuant to Section 12(g) of the Act:     None     
                                                            -------------

     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
                                                                   ---    ---
     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [X] 

The registrant is a trust with no voting securities outstanding.

                         Exhibit Index is on Page 7.

                                 Page 1 of 7

<PAGE>
This Annual Report on Form 10-K is filed by Toyota Motor Credit Corporation 
("TMCC") on behalf of the Toyota Auto Lease Trust 1998-B (the "Trust") 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as 
amended.  This Annual Report on Form 10-K omits responses or responds to 
certain Items required by Form 10-K in accordance with the responses of the 
Office of Chief Counsel, Division of Corporation Finance of the Securities and 
Exchange Commission, made orally to TMCC's counsel in response to TMCC's 
November 24, 1997 request for exemptive relief from such reporting 
requirements.


PART I


ITEM 1.   BUSINESS.

Omitted.


ITEM 2.   PROPERTIES.

The Trust was formed pursuant to a Securitization Trust Agreement 
(the "Agreement") dated as of September 1, 1998 between Toyota Leasing, Inc. 
("TLI" or the "Transferor") and U.S. Bank National Association as trustee 
(the "Trustee").  The property of the Trust consists of a certificate 
evidencing the 1998-B Special Unit of Beneficial Interest (the "SUBI"), 
(excluding certain proceeds of residual value insurance policies), the right 
to receive funds on deposit in the Reserve Fund and certain other investments 
held in accounts for the benefit of Certificateholders in the Trust.  The SUBI 
represents a beneficial interest in certain specified assets of the Toyota 
Lease Trust, monies on deposit in certain accounts and certain other assets.  
The Trust issued asset-backed certificates ("the Certificates") representing 
undivided interests in the Trust.  The Certificates consist of three classes 
of senior certificates ("Class A-1 5.35% Certificates", "Class A-2 5.45% 
Certificates", and "Class A-3 5.50% Certificates") and one class of 
subordinated certificates ("Class B 6.64% Certificates").  The Class A 
Certificates were registered and publicly offered and sold.  The Class B 
Certificates were privately placed.

The assets of the Toyota Lease Trust consist primarily of retail closed-end 
lease contracts and the new and used Toyota and Lexus vehicles related 
thereto.



















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<PAGE>
ITEM 2.   PROPERTIES. (continued)

The following tables set forth information relating to delinquency as of 
September 30, 1998 and net losses for the period from July 1, 1998 through 
September 30, 1998 of contracts in which the Trust has a beneficial interest:

                                                   September 30, 1998
                                               --------------------------
                                                               Aggregate
                                               Contracts        Balances
                                               ---------      -----------

          Delinquent Contracts:

          (i)    31-60 Days Delinquent               370       $7,987,539
          (ii)   61-90 Days Delinquent                28         $655,986
          (iii)  Over 90 Days Delinquent              11         $239,867


                                                   September 30, 1998
                                               --------------------------
                                                  % of           % of
                                                               Aggregate
                                                Contracts       Balances
                                               Outstanding    Outstanding
                                               -----------    -----------
          Delinquency Rates:

          (i)   31-60 Days Delinquent                 .73%           .73%
          (ii)  61-90 Days Delinquent                 .06%           .06%
          (iii) Over 90 Days Delinquent               .02%           .02%


                                                     Period Ending
                                                   September 30, 1998
                                               --------------------------
                                               Contracts         Amount
                                               ---------       ----------

          Aggregate Net Losses:                      173         $481,703


Reference is made to Exhibit 20 (c) filed herewith which contains certain 
additonal information concerning the assets comprising the SUBI.

ITEM 3.   LEGAL PROCEEDINGS.

There is nothing to report with regard to this item.


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

There is nothing to report with regard to this item.










                                          -3-

<PAGE>
PART II


ITEM 5.   OTHER MATTERS 

The holder of record of all Class A Certificates as of September 30, 1998, was 
Cede & Co., the nominee of The Depository Trust Company ("DTC") in the United 
States. Direct participants active in the DTC system include the Euroclear 
System and Cedel Bank in Europe and Asia, and securities brokers and dealers, 
banks, trust companies and clearing corporations.  The Class A Certificates 
are listed on the Luxembourg Stock Exchange. 

Subject to the terms and conditions of the Underwriting Agreement, on 
September 29, 1998, TLI sold the Class A Certificates to Morgan Stanley & Co. 
Incorporated, Lehman Brothers Inc. (together with Morgan Stanley & Co. 
Incorporated, the managing underwriters), Merrill Lynch, Pierce, Fenner & 
Smith Inc., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., J.P. 
Morgan Securities Inc., and Bear Stearns & Co. Inc.

The net proceeds from the sale of the Class A Certificates (i.e., the proceeds 
of the public offering of the Class A Certificates less expenses relating 
thereto) were applied by the Transferor to purchase the SUBI Certificate and 
to make an initial deposit into the Reserve Fund  maintained by the Trustee 
for the benefit of the Certificate holders.

ITEM 6.   SELECTED FINANCIAL DATA.

Omitted.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.

Omitted.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Omitted.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

There is nothing to report with regard to this item.













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<PAGE>
PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Omitted.


ITEM 11.  EXECUTIVE COMPENSATION.

Omitted.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

TMCC is not aware of any beneficial owners owning 5% or more of the 
Certificates.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There is nothing to report with regard to this item.


PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Exhibits

The exhibits listed on the accompanying Exhibit Index, page 7, are filed as 
part of this Report.

























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<PAGE>
                                 SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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 AUTO LEASE TRUST 1998-B


                                  BY:  TOYOTA MOTOR CREDIT CORPORATION,
                                       AS SERVICER



Date:  December 15, 1998           By:          /S/  GEORGE E. BORST
                                      ---------------------------------------
                                                     George E. Borst
                                                  Senior Vice President
                                                   and General Manager
                                              (Principal Executive Officer)





SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO 
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES 
PURSUANT TO SECTION 12 OF THE ACT.

No annual report, proxy statement, form of proxy or other proxy soliciting 
material has been sent to Certificate holders during the period covered by 
this report and the registrant does not intend to furnish such materials to 
Certificate holders subsequent to the filing of this report.




















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<PAGE>
                                EXHIBIT INDEX





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

 20(a)      Report of Independent Accountants on Compliance          Filed
            with Specified Finance Lease Receivable Servicing       Herewith
            Standards and Related Exhibits

                                                                         
 20(b)      Annual Statement as to Compliance                        Filed  
                                                                    Herewith

 20(c)      Aggregate Monthly Report Information                     Filed  
                                                                    Herewith






































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