Stock Exchange Rate/Agrmnt

Toyota Motor Corporation
1 June 2000



Letter dated May 29, 2000

Fujio Cho 
President 
Toyota Motor Corporation
1, Toyota-cho, Toyota, Aichi Prefecture

Toshihiro Takahashi 
President
Tokyo Toyopet Motor Sales Co., Ltd.
23-10, Takanawa 3-chome, Minato-ku,
Tokyo

             Reasons for Determining the Stock Exchange Rate

1.  The  stock  exchange rate of 1:1.650 was determined  by  Toyota
Motor  Corporation (the 'TMC') and Tokyo Toyopet Motor  Sales  Co.,  Ltd.
(the  'Tokyo  Toyopet'), in reference to the valuation by a  third  party
organization, Kato, Nishida and Hasegawa Law Office.

2.  The  share  price  of  TMC, which is a  public  corporation,
determined based on the opinion of Kato, Nishida and Hasegawa Law Office,
is  the average of the last prices on the Tokyo Stock Exchange of the six
months  immediately  before May 1, 2000 (from November  1,  1999  through
April 30, 2000), which is the valuation date for the stock exchange rate.

On  the  other hand, we judged that the share price of Tokyo Toyopet,  a
non-public  corporation, valued by Kato, Nishida and Hasegawa Law  Office
by  using  the theoretical value calculated by the mixed method  of  book
value  not assets method, dividend discount method and comparative  value
of  similar  types  of  business  method,  and  the  actual  examples  of
transactions, is appropriate.

The valued share price and the stock exchange rate are as follows:
                       TMC            Tokyo Toyopet
                  (par value: Y50)    (par value: Y500)
 Share Price          Y4,543                Y7,500
 Exchange Rate           1                   1.650

By using this exchange rate, 1.650 shares of TMC will be allotted to
one share of Tokyo Toyopet.

                              
                        STOCK EXCHANGE AGREEMENT

Toyota Motor Corporation ('TMC') and Tokyo Toyopet Motor  Sales
Co.,  Ltd.  ('Tokyo Toyopet') hereby enter into the Stock  Exchange
Agreement ('this Agreement') as follows:

Article 1. (Stock Exchange)

TMC  and Tokyo Toyopet shall exchange their respective shares
of  stock  in  the manner prescribed by the provisions of  Articles
352  through  363 of the Commercial Code of Japan, for the  purpose
that  TMC  shall become a wholly owning parent company  of  Tokyo
Toyopet  and  Tokyo Toyopet shall become a wholly owned  subsidiary
of TMC.

Article 2. (Shares to be Issued upon Stock Exchange and Allotment
Thereof)

Upon  the  stock exchange TMC shall issue 588,963  par  value
shares  of common stock (par value per share being Y50), and  shall
allot  and  deliver  such  shares to  the  shareholders  (including
beneficial  shareholders; hereinafter the same shall apply)  whose
names  appear  on the register of shareholders (including  register
of  beneficial shareholders; hereinafter the same shall  apply)  of
Tokyo  Toyopet  as  at the close of the date immediately  preceding
the  date of stock exchange (other than TMC) at the rate of 1.650
shares  of common stock of TMC for each par value share of common
stock  of Tokyo Toyopet (par value per share being Y500)  held  by
such shareholders.

Article 3. (Commencement Date for Calculation of Dividends)

The  dividends  on  the shares to be issued under  the  preceding
Article  shall  be  calculated as from and  including  October  1,
2000.

Article 4. (Amounts of Stated Capital and Additional Paid-in
Capital to be Increased)

The  amounts  of stated capital and additional paid-in  capital
of TMC to be increased upon stock exchange shall be as follows:


(1) Stated Capital

The amount of stated capital of TMC to be increased shall be
Y29,448,150.

(2) Additional Paid-in Capital:

The amount of additional paid-in capital of TMC to be increased shall
be the  amount  of  net  assets of Tokyo Toyopet as at  the  date  of  stock
exchange  multiplied by the ratio which the shares to be  transferred  to
TMC  upon  stock exchange bears to the aggregate number of  issued  and
outstanding shares of Tokyo Toyopet, less the amount of stated capital to
be  increased  as  set  forth in the preceding item  and  the  amount  of
delivered money on stock exchange set forth in Article 9.

Article 5. (General Meetings of Shareholders to Approve Stock Exchange)

(1) Tokyo  Toyopet  shall convene a general meeting  of  shareholders  on
    June  16,  2000  to ask their shareholders to approve this  Agreement
    and  to  pass  resolutions with respect to the matters necessary  for
    the  stock exchange; provided, however, that such date may be altered
    after   consultation  between  TMC and  Tokyo  Toyopet  if  deemed
    necessary in connection with the procedures for stock exchange or for
    any other reason.

(2) TMC shall consummate the stock exchange under this Agreement without
    approval at the general meeting of shareholders pursuant to Paragraph 1
    of Article 358 of the Commercial Code of Japan.

Article 6.  (Date of Stock Exchange)

The date of stock exchange shall be October 1, 2000; provided, however, that
such date may be altered after consultation between TMC and Tokyo Toyopet if
deemed necessary in connection with the procedures for stock exchange or for 
any other reason.

Article 7.  (Management of Corporate Assets, etc.)    

TMC and Tokyo Toyopet shall perform their respective businesses and manage and
operate their respective assets with the care of a good custodian after the
execution of this Agreement until the date of stock exchange, and any act which
might materially affect their respective assets or rights and duties shall be
done after consultation between TMC and Tokyo Toyopet.


Article 8. (Amount of Dividends)

TMC  and  Tokyo  Toyopet shall pay dividends to the shareholders  or  registered
pledgees whose names appear on the respective registers of shareholders of TMC
and Tokyo Toyopet as at the close of March 31, 2000 up to the following amount:

(1) In the case of TMC, Y13 per share and Y48,729,425,641 in total; and

(2) In the case of Tokyo Toyopet, Y20 per share and Y58,300,000 in total.

Article 9. (Delivered Money on Stock Exchange)

TMC, after the date of stock exchange, shall, without delay, pay the delivered
money  on  stock exchange to the shareholders or registered pledgees other  than
TMC whose names appear on the register of Tokyo Toyopet as at the close of the
date preceding the date of stock exchange at the rate of Y10 per par value share
of  common  stock  of Tokyo Toyopet (par value per share being Y500);  provided,
however,  that such amount may be altered in consideration of the  condition  of
assets and liabilities of Tokyo Toyopet as at the date of stock exchange or  any
other condition after consultation between TMC and Tokyo Toyopet.

Article  10.  (Term of Office of Directors and Statutory Auditors  Who  Have
Assumed Office Prior to Date of Stock Exchange)

The term of office of any person who has assumed office as Director or Statutory
Auditor of TMC prior to the date of stock exchange shall expire at the time at
which  such  term of office would have expired had there been no stock  exchange
contemplated hereby.

Article 11.  (Change in Conditions of Stock Exchange and Termination of  this
Agreement)

Should  there arise any material change in the condition of assets or  operation
of  TMC  or  Tokyo Toyopet during the period from the date of  this  Agreement
until  the  date  of  stock  exchange, TMC and Tokyo  Toyopet  may  amend  the
conditions of stock exchange or terminate this Agreement after consultation.

  

Article 12. (Effectiveness of this Agreement)

This  Agreement  shall cease to be effective if the approval  of  the
shareholders  of  Tokyo Toyopet at the general meeting of shareholders  of
Tokyo Toyopet to approve the stock exchange is not obtained.

Article 13. (Matters to be Consulted)

In  addition  to the matters provided for in this Agreement,  matters
which  are  not  provided for in this Agreement and any  and  all  matters
necessary  for  the stock exchange shall be determined after  consultation
between TMC and Tokyo Toyopet in line with the intent of this Agreement.

   

IN WITNESS WHEREOF, two originals of this Agreement have been prepared and
executed by seal impressions by respective representatives of TMC and Tokyo
Toyopet, each retaining one such original.

May 29, 2000