<PAGE>
                                                                EXHIBIT 20(a)

Report of Independent Accountants on Compliance with
Specified Finance Lease Receivable Servicing Standards


To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation

We have examined management's assertion about Toyota Motor Credit 
Corporation's (the "Company's") compliance with the servicing standards 
related to finance lease receivables identified in Exhibit I (collectively, 
the "specified servicing standards") as set forth in the Mortgage Bankers 
Association of America's Uniform Single Attestation Program for Mortgage 
Bankers ("USAP") as of and for the year ended September 30, 1997 included in 
the accompanying management assertion. Management is responsible for the 
Company's compliance with the specified servicing standards.  Our 
responsibility is to express an opinion based on our examination.

Our examination was made in accordance with standards established by the 
American Institute of Certified Public Accountants and, accordingly, included 
examining, on a test basis, evidence about the Company's compliance with the 
specified servicing standards and performing such other procedures as we 
considered necessary in the circumstances.  We believe that our examination 
provides a reasonable basis for our opinion.  Our examination does not provide 
a legal determination on the Company's compliance with the specified servicing 
standards.

In our opinion, management's assertion that the Company complied with the 
aforementioned specified servicing standards as of and for the year ended 
September 30, 1997 is fairly stated, in all material respects.


/S/ PRICE WATERHOUSE LLP


Los Angeles, California 
October 31, 1997

<PAGE>
               EXHIBIT I TO REPORT OF INDEPENDENT ACCOUNTANTS

           Specified Finance Lease Receivable Servicing Standards
           ------------------------------------------------------

I.    ADVANCES

Funds of the servicing entity shall be advanced in accordance with the 
servicing agreement.


II.   FINANCE LEASE RECEIVABLE PAYMENTS

      1.  Finance lease receivable payments shall be deposited into the 
servicer's bank accounts within two business days of receipt.

      2.  Finance lease receivable payments made in accordance with the 
borrower's lease documents shall be posted to the applicable lessee 
records within two business days of receipt.

      3.  Finance lease receivable payments shall be allocated to principal, 
interest, insurance, taxes or other items in accordance with the 
lease agreement.

      4.  Finance lease receivable payments identified as lease payoffs shall 
be allocated in accordance with the lease agreement.


III.  DISBURSEMENTS

      1.  Disbursements made via wire transfer on behalf of a lessee or 
investor shall be made only by authorized personnel.

      2.  Disbursements made on behalf of a lessee or investor shall be posted 
on a timely basis to the lessee's or investor's records maintained 
by the servicing entity.

      3.  Amounts remitted to investors per the investor reports shall agree 
with canceled checks, or other form of payment, or bank statements.


IV.   LESSEE LOAN ACCOUNTING

The servicing entity's lessee records shall agree with, or reconcile to, 
the records of lessees' with respect to the regular monthly lease 
payment and the remaining number of months in the lease agreement.


V.    DELINQUENCIES

Records documenting collection efforts shall be maintained during the 
period a lease is in default and shall be updated at least monthly.  
Such records shall describe the entity's activities in monitoring 
delinquent leases including, for example, phone calls, letters and 
payment rescheduling plans in cases where the delinquency is deemed 
temporary (e.g., illness or unemployment).

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                   MANAGEMENT ASSERTION AS TO COMPLIANCE







October 31, 1997





To Whom It May Concern:

As of and for the period ended September 30, 1997, Toyota Motor Credit 
Corporation has complied in all material respects with the servicing standards 
related to finance lease receivables identified in Exhibit I set forth in the 
Mortgage Bankers Association of America's Uniform Single Attestation Program 
for Mortgage Bankers.





  /S/ NOBU SHIGEMI                          /S/ GEORGE BORST
---------------------------------       ---------------------------------
      Nobu Shigemi                              George Borst
 Senior Vice President                      Senior Vice President
     and Treasurer                           and General Manager



   /S/ GREGORY WILLIS
---------------------------------
       Gregory Willis
       Vice President
 Finance and Administration