Notice Re Warrants

Toyota Motor Corporation
1 August 2001


Letter to Company Announcements Office

Below is the English translation of original Japanese-language document issued
by the Company on 01 August 2001.  The material below was also submitted to the
Chief of the Kanto Financial Bureau of the Ministry of Finance of Japan and
filed with the Tokyo Stock Exchange on the same day.

The Company filed a notice, on 01 August 2001, in which it announced that the
terms of the Warrants and other matters have been determined.  Issuance of the
Warrants (the Unsecured Bonds with Warrants of Toyota Motor Corporation - First
Series) has been resolved on 26 July 2001, by the Company's board of directors
to be granted to senior members of the Company's overseas subsidiaries as part
of incentive plan.

Letter from Tokyo Motor Corporation
 

(Translation)

To Whom It May Concern
                                                                  August 1, 2001
                                                        Toyota Motor Corporation

                                               (Toyota Jidosha Kabushiki Kaisha)
                                     1 Toyota-cho, Toyota City, Aichi Prefecture


                          Notice Concerning Pricing of 
            Bonds with Warrants for the Purpose of an Incentive Plan

With respect to the issue of the Unsecured Bonds with Warrants of Toyota Motor
Corporation - First Series ('Bonds') resolved at the meeting of the Board of
Directors of Toyota Motor Corporation ('TMC') held on July 26, 2001, the terms
of the Warrants and other matters have been determined today, and we hereby
notify you as follows.


1.  Terms of the Warrants (exercise price):    JPY 4,203 per share 

    - Pricing date of the exercise price:      August 1, 2001 (Wednesday) 

    - Stock price (closing price) on the 
      Tokyo Stock Exchange on the above 
      date:                                    JPY 4,100

    - Rate of increase :                       
      ((Exercise price)/(Stock price 
      (closing price))-1)x 100)                2.51%

    - Remarks:                                 Not applicable 

2.  Amount to be accounted for as stated 
    capital:                                   JPY 2,102 per share

3.  Issue price (Bonds with Warrants):         JPY 107,338,438 per face value 
                                               of JPY 100,000,000

4.  Aggregate amount of issue price of the 
    shares to be issued upon exercise of 
    Warrants:                                  JPY 489,229,200

5.  Price of Warrants upon its offering:       JPY 9.00 per denominated amount  
                                               of (note) JPY 100

6.  Proportion of the amount of Warrants to 
    the principal amount of Bonds (ratio of 
    Warrants):                                 81.5382%

7.  Interest rate of Bonds:                    0.40% per annum

8.  Other decided matters:                     Not applicable


(note) Denominated amount (amount assigned to each Warrant) is JPY 420,300.


Reference

1.  Date on which the issue of Bonds was 
    resolved:                                  July 26, 2001 

2.  Offering period:                           From August 3, 2001 to August 16,
                                               2001

3.  Issue date (payment date):                 August 17, 2001

4.  All Warrants shall be repurchased by TMC and almost all shall be sold to its
    overseas related companies. Overseas related companies of TMC shall execute 
    agreements pertaining to the incentive plan relating to the acquired        
    Warrants with their directors, executive officers and senior staff and grant
    such Warrants to them in accordance with such agreements.


Contact: TMC, Public Affairs at [phone]-6 (Tokyo Head Office) 
                                (0565)23-1520-4 (Head Office) 
                                [phone]-3 (Nagoya)