EXHIBIT
4.1

      


      [FORM OF
FACE OF DTC REGISTERED

      FIXED
RATE GLOBAL MEDIUM-TERM NOTE, SERIES B]

      


      


      TOYOTA
MOTOR CREDIT CORPORATION

      GLOBAL
MEDIUM-TERM NOTE, SERIES B

      (Fixed
Rate)

      


      
         

        
          
            	
                    REGISTERED

                  	
                    PRINCIPAL
      OR FACE AMOUNT

                  
	
                    CUSIP:  ___________________

                  	
                    $___________________1

                  


          

        

        [ISIN:  ___________________]

        [Common
Code:  ___________________]

        




      


      


      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

      


      


      


      


      
        


      

      
        
          

        



      ***
[  ] CHECK IF A PRINCIPAL INDEXED NOTE ***

      IF
CHECKED, CALCULATION AGENT: _____________

      


      If this
is a Principal Indexed Note, references herein to “principal” shall be deemed to
be the face amount hereof, except that the amount payable upon Maturity of this
Note shall be determined in accordance with the formula or formulas set forth
below or in an attached Addendum hereto.

       

      
        
          
            

          



      

       

       

      
        
          

        

        1 Insert
Principal or Face Amount

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

      Original
Issue Date:

      Stated
Maturity Date:

      


      Interest
Rate:  %

      Interest
Payment Dates:

      


      Day Count
Convention:  30/360 unless another convention is checked
below

      [  ] Actual/360

      [  ]
Actual/Actual

      


      Redemption:

      Redemption
Date(s):

      Notice of
Redemption:

      


      Repayment:

      Optional
Repayment Date(s):

      Repayment
Price:

      


      Original
Issue Discount:

      Total
Amount of Original Issue Discount:

      Yield to
Maturity:

      Initial
Accrual Period:

      


      Specified
Currency:

      Minimum
Denomination/Minimum Incremental Denomination:

      


      If a
Reopening Note, check [   ], and specify:

      Initial Interest Accrual
Date:

      


      Addendum
Attached:

      [  ] Yes

      [  ] No

      


      Other
Provisions:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      TOYOTA MOTOR CREDIT CORPORATION, a
California corporation (“Issuer” or the “Company,” which terms include any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
Principal or Face Amount specified above, or if this is a Principal Indexed
Note, the principal amount as determined in accordance with the terms set forth
under “Other Provisions” above and/or in an Addendum attached hereto, on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest on the Principal or Face
Amount hereof as set forth above at the annual Interest Rate specified above,
until the principal hereof is paid or duly made available for
payment.

      


      Unless
otherwise specified in an Addendum hereto, Deutsche Bank Trust Company Americas
will act as the Company’s paying agent and will make all payments of principal,
premium and interest on the Note on the Company’s behalf.  Payment of
the principal of this Note, any premium and the interest due at Maturity (as
defined below) will be made upon surrender of this Note at the office or agency
of such paying agent or at the office or agency of such other paying agent as
the Company may determine.

      


      Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest has
been paid, from the Original Issue Date specified above, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be.  The
Company will pay interest on each Interest Payment Date specified above,
commencing on the first Interest Payment Date following the Original Issue Date
specified above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (if specified as repayable at the option of the Holder
in an attached Addendum) (the date of each such Stated Maturity Date, Redemption
Date and Optional Repayment Date and the date on which principal or an
installment of principal is due and payable by declaration of acceleration or
otherwise pursuant to the Indenture being referred to hereinafter as a
“Maturity” with respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date following the Original Issue Date; and provided further, that, unless
specified otherwise in an Addendum attached hereto, if any Interest Payment Date
or the Maturity falls on a day that is not a Business Day (this and certain
other capitalized terms used herein are defined on the reverse of the Note), any
principal, premium, or interest payments will be made on the next succeeding
Business Day as if made on the date the payment was due, and no interest will
accrue on the amount payable for the period from and after the Interest Payment
Date or Maturity, as the case may be.  Unless otherwise specified
above, the “Regular Record Date” will be the fifteenth calendar day (whether or
not a Business Day) prior to the applicable Interest Payment
Date.  The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such Interest
Payment Date.  Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”), will forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest or at any time in
any other lawful manner, as more fully provided in the Indenture.  A
Special Record Date shall be fixed by

       

      
        
          
          

        

        
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      the
Trustee and notice thereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date.

      


      Unless
otherwise specified under Specified Currency above and/or in an Addendum
attached hereto, this Note will be denominated in U.S. dollars and payments of
principal, premium and interest, if any, on this Note will be made in U.S.
dollars or in such coin or currency of the United States as at the time of
payment is legal tender for payments of public and private debts.  If
this Note is not denominated in U.S. dollars or if the principal, premium or
interest, if any, on this Note is payable in or by reference to a currency or in
amounts determined by reference to one or more currencies other than that in
which this Note is denominated, any other applicable provisions will be included
in an Addendum attached hereto.  However, unless otherwise specified
in an Addendum attached hereto, if any payment in respect of this Note is
required to be made in a currency other than U.S. dollars and such currency is
unavailable to the Company due to the imposition of exchange controls or other
circumstances beyond its control or is no longer used by the relevant government
or for the settlement of transactions within the international banking
community, then all payments in respect of this Note will be made in U.S.
dollars until such currency is again available to the Company or so used. The
amounts payable on any date in such currency will be converted into U.S. dollars
on the basis of the most recently available market exchange rate for such
currency or as otherwise indicated in an Addendum attached
hereto.  Any payment so made in U.S. dollars will not constitute an
Event of Default under the Indenture. If the Company cannot make payment in the
Specified Currency indicated above solely because that currency has been
replaced by the euro, then, beginning with the date the replacement becomes
effective, the Company will be able to satisfy its obligations under this Note
by making payment in euro.

       

      Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

      


      Unless
the certificate of authentication hereon has been executed by or on behalf of
Deutsche Bank Trust Company Americas, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note will not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

      


      
        
          
          

        

        
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      [FORM OF
REVERSE OF NOTE]

      


      This Note
is one of a duly authorized series of Securities (hereinafter called the
“Securities”) of the Company designated as its Medium-Term Notes, Series B (the
“Notes”).  The Notes are issued and to be issued under an Indenture,
dated as of August 1, 1991, between the Company and The Bank of New York Mellon,
as successor to JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan
Bank, N.A., as amended and supplemented by the First Supplemental Indenture,
dated as of October 1, 1991, among the Company, The Bank of New York Mellon and
Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company,
and the Second Supplemental Indenture, dated as of March 31, 2004 among the
Company, The Bank of New York Mellon and Deutsche Bank Trust Company Americas
(collectively, the “Indenture”), to which Indenture, and all indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee (as defined below) and the Holders
of the Notes, and the terms upon which the Notes are to be authenticated and
delivered.  Deutsche Bank Trust Company Americas shall act as Trustee
with respect to the Notes (herein called the “Trustee”, which term includes any
successor Trustee with respect to the Notes under the Indenture) and as
registrar for the Notes.  The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.

      


      This Note
is not subject to any sinking fund and will not be redeemable or subject to
repayment at the option of the Holder prior to the Stated Maturity Date, except
as provided below.

      


      Unless
otherwise indicated on the face of this Note, this Note may not be redeemed
prior to the Stated Maturity Date.  If so provided above, this Note
may be redeemed by the Company on any Redemption Date specified above, in whole
or part, in integral multiples of the Minimum Incremental Denomination specified
above (unless specified otherwise in an Addendum attached hereto, and provided
that any remaining principal hereof shall be at least equal to the Minimum
Denomination specified above) at the option of the Company at the applicable
Redemption Price (as defined below) together with accrued interest hereon at the
applicable rate payable to the applicable Redemption Date, upon written Notice
of Redemption specified above or such other notice specified in an Addendum
attached hereto.  In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.  Unless otherwise
specified in an Addendum attached hereto, the “Redemption Price” will be 100% of
the principal amount of this Note.

       

      Unless
otherwise specified in an Addendum attached hereto, this Note is not subject to
repayment at the option of the Holder.  If this Note shall be
repayable at the option of the Holder as specified in an Addendum attached
hereto, unless otherwise specified in such Addendum, on any Optional Repayment
Date, this Note shall be repayable in whole or in part in integral multiples of
the Minimum Incremental Denomination specified above (unless specified otherwise
in an Addendum attached hereto, and provided that any remaining principal hereof
shall be at least equal to the Minimum Denomination specified above) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment.  If specified as repayable at the option of the Holder in
such Addendum, for this Note to be repaid in whole or in part at the option of
the

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      Holder
hereof, this Note must be received, with the form entitled “Option to Elect
Repayment” below duly completed, by the Trustee at its Corporate Trust Office,
or such address which the Company shall from time to time notify the Holders of
the Notes, not more than 15 nor less than 10 days prior to the related Optional
Repayment Date or such other time as is specified in an Addendum attached
hereto.  Exercise of such repayment option by the Holder hereof will
be irrevocable.

      


      This Note
is unsecured and ranks equally with the other unsecured and unsubordinated
indebtedness of the Company.

      


      Unless
otherwise indicated on the face of this Note, interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.  If the Day Count Convention specified above is “Actual/360”
or “Actual/Actual”, interest payments for this Note shall be computed on the
basis of the actual number of days in the related month and a 360-day year or on
the basis of the actual number of days in the related year and month,
respectively.

      


      The Notes
are issuable only in registered form without coupons in denominations equal to
the Minimum Denomination specified above and higher integral multiples of the
Minimum Incremental Denomination specified above (unless otherwise specified in
an Addendum attached hereto).  The Company will specify the minimum
denominations for Notes denominated in a foreign currency in an Addendum
attached hereto.  As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the
same.

      


      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note may be registered on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

      


      No
service charge will be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

      


      Notwithstanding
anything to the contrary contained herein or in the Indenture, for purposes of
determining the voting rights of a Holder of a Note for which the principal
thereof is determined by reference to the price or prices of specified
commodities or stocks, interest rate indices, interest rate swap or exchange
rate swap indices, the exchange rate of one or more specified currencies
relative to another currency or such other price, exchange rate or other
financial index or indices as specified above (a “Principal Indexed Note”), the
principal amount of any such Principal Indexed Note will be deemed to be equal
to the face amount thereof upon issuance.  The method for determining
the amounts, if any, payable on Interest Payment Dates and at Maturity on a
Principal Indexed Note will be specified in an attached Addendum.

      


      
        
          
          

        

        
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      If an
Event of Default with respect to the Notes shall occur and be continuing, the
principal of all the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.

      


      The
Indenture permits, subject to certain exceptions provided therein, the Company
and the Trustee to enter into supplemental indentures for a series of Securities
with the consent of the Holders of 66 2/3% of the outstanding principal amount
of that series, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of each such series affected by such
modification or amendment.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.

       

      So long
as this Note shall be outstanding, the Company will cause to be maintained, in
each Place of Payment, an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided and for the
registration, transfer and exchange of this Note. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture will alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
time, place and rate, and in the coin or currency, herein
prescribed.

      


      Prior to
due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

      


      If this
Notes is not a Reopening Note, the Company may reopen this issue of Notes by
issuing additional Securities with the same terms as these Notes, except that
the additional Securities shall bear interest from and including the last date
to which interest has been paid on these Notes or from the Original Issue Date
specified above, if no interest has been paid.  Any additional
Securities so issued will be considered for all purposes part of the same issue
of Notes.

      


      Unless
otherwise specified in an Addendum attached hereto, if this Note is a Reopening
Note, notwithstanding anything to the contrary in this Note, interest on this
Note shall accrue from and including the Initial Interest Accrual Date specified
above; and for purposes of all interest calculations, references to Original
Issue Date in this Note shall be replaced with a reference to the Initial
Interest Accrual Date specified above.  If this Note is a Reopening
Note, this Note shall be considered for all purposes part of the same issue of
Notes that has been reopened.

      


      
        
          
          

        

        
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      The
Indenture and the Notes shall be governed by and construed in accordance with
the laws of the State of New York.

      


      Any
provision contained herein with respect to the calculation of the rate of
interest applicable to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating
hereto.  References herein to “this Note,” “hereof,” “herein,” “as
specified above” or similar language of like import shall include any Addendums
to this Note.

      


      As used
herein:

       

      (a) the
term “Business Day”
means:

       

      
        	
                 
      

              	
                1.

              	
                for
      United States dollar denominated Notes:  any day other than a
      Saturday or Sunday, that is neither a legal holiday nor a day on which
      commercial banks are authorized or required by law, regulation or
      executive order to close in The City of New York (a “New York Business
      Day”);

              


      

       

      
        	
                 
      

              	
                2.

              	
                for
      non-United States Dollar denominated Notes (other than Notes denominated
      in euro):  a day that is both (x) a day other than a day on
      which commercial banks are authorized or required by law, regulation or
      executive order to close in the Principal Financial Center (as defined
      below) of the country issuing the Specified Currency (as indicated above)
      and (y) a New York Business Day;
and

              


      

       

      
        	
                 
      

              	
                3.

              	
                for
      euro denominated Notes:  a day that is both (x) a day on which
      the Trans-European Automated Real-time Gross Settlement Express Transfer
      (TARGET) system is open; and (y) a New York Business
  Day.

              


      

       

      (b) the
term “Principal Financial
Center” means: the capital city of the country issuing the Specified
Currency except that with respect to United States dollars, Australian dollars,
Canadian dollars, South African rand and Swiss francs, the Principal Financial
Center will be the City of New York, Sydney, Toronto, Johannesburg and Zurich,
respectively.

       

      (c) the
term “Specified
Currency” means the currency specified above (or, if the currency is no
longer legal tender for the payment of public and private debts, any other
currency of the relevant country or entity which is then legal tender for the
payment of such debts).

       

      (d)  all
terms used in this Note which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed,
manually or in facsimile, and an imprint or facsimile of its corporate seal to
be imprinted hereon.

      


      


      


      
        
           

           

          
            	
                    TOYOTA
      MOTOR CREDIT CORPORATION

                  	 
	 	 
	 	 
	 	 	 	 
	By:	 	 
	 	
                    George
      E. Borst

                  	 
	 	
                    President
      and Chief Executive Officer

                  	 


          

           

        

        


        
          
             

             

            
              	Attest:	 
	 	 
	 	 
	 	 	 	 
	By:	 	 
	 	
                      
                        David
      Pelliccioni

                      

                    	 
	 	
                      Secretary

                    	 


            

             

          

        

         

         

        CERTIFICATE
OF AUTHENTICATION

        This is
one of the Securities of the
series

        designated
therein referred
to in the

        within-mentioned
Indenture.

         

        DEUTSCHE
BANK TRUST COMPANY AMERICAS

        as Trustee

        


        


        By:
____________________________                                       Dated:___________________

               Authorized
Officer

        
          
            
            

          

          
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      OPTION TO
ELECT REPAYMENT

      


      The
undersigned hereby irrevocably request(s) and instruct(s) the Company to repay
this Note (or portion hereof specified below) pursuant to its terms and at a
price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at
_________________________________________________________

      ______________________________________________________________________

      (Please
print or typewrite name and address of the undersigned)

      


      For this
Note to be repaid, the Trustee must receive at its Corporate Trust Office, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 15 nor less than 10 days prior to an
Optional Repayment Date, if any, shown on the face of this Note, this Note with
this “Option to Elect Repayment” form duly completed.

      


      If less
than the entire principal amount of this Note is to be repaid, specify the
portion hereof (which shall be integral multiples of the Minimum Incremental
Denomination specified above) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be equal to at least the Minimum
Denomination specified above or higher integral multiples of the Minimum
Incremental Denomination specified above) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).

             

      
        
          
             

            
              	$_________________________________	 	_______________________________________________________
	 	 	
                      NOTICE:
      The signature on this Option to

                    
	
                      Date:
      ______________________________

                       

                       

                       

                    	 	
                      

                        Elect
      Repayment must correspond with the

                        name
      as written upon the face of this Note

                        in
      every particular, without alteration or

                        enlargement
      or any change whatever.

                      

                    


            

             

            
              
                
                

              

              
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      ASSIGNMENT/TRANSFER
FORM

      


      


      FOR VALUE
RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
transfer(s) unto (insert Taxpayer Identification No.)
________________

      _____________________________________________________________________

      _____________________________________________________________________

      (Please
print or typewrite name and address including postal zip code of
assignee)

      _____________________________________________________________________

      the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing

      _____________________________________________________________________

      attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.

       

      
        
           

          
            	
                    Date:
      ______________________________

                  	 	
                    _____________________________________

                  


          



      

      NOTICE:  The
signature of the registered Holder to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatsoever.

       

      
        
          
          

        

        
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      ABBREVIATIONS

       

      The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.

       

      
        TEN COM –
as tenants in common

         

        UNIF  GIFT
MIN ACT --..................Custodian........................

                                                        
(Cust)                                (Minor)

         

        Under
Uniform Gifts to Minors Act

         

        ...................................................

        (State)

         

        TEN ENT –
as tenants by the entireties

         

        JT TEN –
as joint tenants with right of survivorship and not as tenants in

        common

         

      

       

      Additional
abbreviations may also be used though not in the above list.

       

      12