A Change in the Subsidiaries

Toyota Motor Corporation
07 March 2006

                                 (Translation)



                                                                   March 7, 2006

To Whom It May Concern:



                                          Company Name: TOYOTA MOTOR CORPORATION
                                               Name and Title of Representative:
                                                    Katsuaki Watanabe, President
                                                              (Code Number: 7203
                                          Securities exchanges throughout Japan)
                                               Name and Title of Contact Person:
                                                              Masaki Nakatsugawa
                                            General Manager, Accounting Division
                                                  Telephone Number: 0565-28-2121


              Notice Concerning a Change in the Subsidiaries (Merger)


We hereby notify you that at the meeting of the Board of Directors of Toyota
Motor Corporation ('TMC') held on March 7, 2006, TMC decided to consolidate its
subsidiaries, Toyota Motor North America, Inc. ('TMA') and Toyota Technical
Center, U.S.A. Inc. ('TTC') as described below, effective as of the date of
merger, April 1, 2006.


1.    Purpose of Change


As part of organizational restructuring of subsidiaries in North America in
order to strengthen the cooperative relationship between the development
business and the production business in North America, to streamline the process
from development to production, and to respond flexibly to the change in the
market, TMC decided to consolidate TMA, which is the parent company of Toyota
Motor Manufacturing North America, Inc. (the company which oversees the
manufacturing entities in North America; 'TMMNA'), and TTC.


2.    Method of Change

TMA will be merged into TTC, and TTC will be the surviving company (TMA
will cease to exist).  In accordance with this merger, TMC will be allotted
704.98 shares of TTC per share of TMA held by TMC, and in total, TMC will
acquire 6,581,671 shares of TTC. The trade name of the surviving company, i.e.
TTC, will be changed to Toyota Motor North America, Inc. ('New TMA') as of the
date of merger, April 1, 2006.  Due to this merger, TMA will no longer be a
subsidiary of TMC and New TMA will be the subsidiary of TMC.




3.    Facts of Subsidiaries



(1) Facts before the change (merger)
       Trade Name            Toyota Motor North America, Inc.       Toyota Technical Center, U.S.A. Inc.
  Contents of Business   Activities relating to external affairs, Research and development  business with
                          public relations and research in North   regard to automobiles, such as design,
                                         America                   evaluation and product planning, etc.
 Date of Incorporation              September 1, 1996                           June 1, 1977
Location of Head Office        Torrance, California, U.S.A.             Gardena, California, U.S.A.
 Name of Representative          Hideaki Otaka, President              Yasuhiko Ichihashi, President
      Net Revenues                   US$ 165 Million                          US$ 216 Million
      Total Assets                  US$ 2,382 Million                         US$ 245 Million
        Capital                      US$ 934 Million                           US$ 72 Million
 Shareholding Structure                  TMC 100%                                 TMC 90%

                                                                    Toyota Motor Sales, U.S.A., Inc. 10%
   Settlement Period                      March                                    March
  Number of Employees                   85 persons                              740 persons

* The figures for Net Revenues are for the fiscal year ended March 31, 2005, and
the figures for Total Assets, Capital, Shareholding Structure and Number of
Employees are as of March 31, 2005.



(2) Facts after the change (merger) (scheduled)
       New Trade Name                                Toyota Motor North America, Inc.
    Contents of Business     Activities relating to external affairs, public relations and research in North
                                                                 America
  Location of Head Office                              Torrance, California, U.S.A.
   Name of Representative                                Hideaki Otaka, President
          Capital                                           US$ 1,005 Million
        Total Assets                                        US$ 2,512 Million
   Shareholding Structure                                       TMC 99.9%

                                                  Toyota Motor Sales, U.S.A., Inc. 0.1%
     Settlement Period                                            March
    Number of Employees                                         85 persons

*On the date of merger, New TMA will contribute the functions of former TTC to
TMMNA as in-kind capital. The above chart shows the facts (scheduled) of the new
subsidiary after the contribution of operation. In addition, after such
contribution, TMMNA will change its trade name to Toyota Motor Engineering &
Manufacturing North America, Inc.


4.    Change in the Number of Voting Rights of Subsidiaries Held by TMC and the
Percentage to the Total Number of Voting Rights



(Before change)
 Name of the subsidiary    Number of voting rights     Total number of voting    Percentage to the Total
                                 held by TMC                   rights            Number of Voting Rights
           TMA                      9,336                      9,336                       100%
           TTC                      71,800                     71,800                      100%

                            (including those held
                                 indirectly)



(After change) (scheduled)
 Name of the subsidiary    Number of voting rights     Total number of voting    Percentage to the Total
                                 held by TMC                   rights            Number of Voting Rights
           TMA                    6,653,471                  6,653,471                     100%

                            (including those held
                                 indirectly)



5.    Schedule for Change


March 7, 2006         TMC                         Resolved to approve the merger at the meeting of the
                                                  Board of Directors of TMC
April 1, 2006         TMA, TTC                    Meeting of the Board of Directors to approve the merger
                                                  (scheduled)
April 1, 2006         TMA, TTC                    Extraordinary General Shareholders' Meeting to resolve
                                                  the merger and amendments to the Articles of
                                                  Incorporation (including the change of trade name)
                                                  (scheduled)





6.    Anticipated Effects on TMC's Business Performance



       The anticipated effects of the merger on TMC's business performance and
consolidated business performance are expected to be minor.


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