Final Results - 7/7

Toyota Motor Corporation
08 May 2003

                                 (Translation)

To Whom It May Concern:

                                                                     May 8, 2003
                                                        Toyota Motor Corporation
                                               (Toyota Jidosha Kabushiki Kaisha)
                                    1, Toyota-cho, Toyota City, Aichi Prefecture


            Notice Concerning Stock Option (Stock Acquisition Right)


At its meeting held on May 8, 2003, the Board of Directors of Toyota Motor
Corporation ('TMC') resolved to propose an agenda asking for authorization to
issue Stock Acquisition Rights without consideration, for the purpose of
granting stock options, pursuant to Article 280-20 and Article 280-21 of the
Commercial Code.  The proposal will be presented at its FY2003 Ordinary General
Shareholders' Meeting to be held on June 26, 2003 and we hereby inform you as
follows.


1.  Reason for Issue of Stock Acquisition Rights without Consideration

    TMC will issue rights ('Stock Acquisition Rights') to subscribe for or 
    purchase shares of TMC to Directors, Managing Officers and employees, etc. 
    of TMC and its affiliates in order to enhance enthusiasm and raise morale 
    for improving business performance and thereby contribute to strengthen 
    TMC's international competitiveness.


2.  Summary of Terms of Issue of Stock Acquisition Rights

    (1) Grantees of the Stock Acquisition Rights 
        Directors, Managing Officers and employees, etc. of TMC and its 
        affiliates.


    (2) Class and Number of Shares to be Issued or Transferred upon Exercise of 
        Stock Acquisition Rights 
        Up to 2,300,000 shares of common stock of TMC.
        Provided, however, that if the number of shares to be issued or 
        transferred upon exercise of each Stock Acquisition Right is adjusted in 
        accordance with (3) below, such number of shares to be issued or 
        transferred shall be adjusted to the number obtained by multiplying the 
        number of shares after adjustment by the total number of Stock 
        Acquisition Rights to be issued.

    (3) Total Number of Stock Acquisition Rights to be Issued 
        Up to 23,000
        The number of shares to be issued or transferred upon exercise of one 
        Stock Acquisition Right shall be 100; provided, however, that if TMC 
        splits or consolidates its shares, the number of shares to be issued or 
        transferred upon exercise of each Stock Acquisition Right shall be 
        adjusted according to the following formula.

           Number of shares     =    Number of shares      x  Ratio of split
           after adjustment          before adjustment        (or consolidation)

        The adjustment above shall be made only to those remain unexercised at 
        the relevant time.  If any fraction less than one (1) share arises as a 
        result of such adjustment, such fraction shall be discarded.

    (4) Issue Price of Stock Acquisition Rights
        No consideration shall be paid at the time of issuance of the Stock 
        Acquisition Rights.

    (5) Amount to be Paid upon Exercise of Stock Acquisition Rights
        The amount to be paid per share issued or transferred upon exercise of 
        each Stock Acquisition Right (the 'Exercise Price') shall be as follows.
        The amount obtained by multiplying the closing price of the TMC's common 
        stock in regular trading on the Tokyo Stock Exchange on the issue date 
        of the Stock Acquisition Rights (if there is no transaction made on that 
        day, then the closing price of the latest date prior to the issue date 
        of the Stock Acquisition Rights on which a transaction was made) by 
        1.025, and any fraction less than one (1) yen arising therefrom shall be 
        rounded up to the nearest one (1) yen.
        In addition, the Exercise Price shall be adjusted as follows:

        (i)   If TMC splits or consolidates its shares after the issue date of 
              the Stock Acquisition Rights, the Exercise Price shall be adjusted 
              according to the following formula, and any fraction less than one 
              (1) yen arising therefrom shall be rounded up to the nearest one 
              (1) yen.

         Exercise Price after   =   Exercise Price before     x         1
         adjustment                 adjustment                  ________________
                                                                 Ratio of split
                                                              (or consolidation)


        (ii)  If new shares are issued or treasury stock is sold at a price 
              below the market price after the issue date of the stock 
              acquisition rights, the Exercise Price shall be adjusted according 
              to the following formula, and any fraction less than one (1) yen 
              arising therefrom shall be rounded up to the nearest one (1) yen.  
              However, no adjustment shall be made in case of the exercise of 
              Stock Acquisition Rights, transfer of treasury stock in accordance
              with a resolution of past Ordinary General Shareholders' Meetings 
              pursuant to Paragraph 2, Article 210-2 of the former Commercial 
              Code or exercise of the outstanding rights to subscribe for new 
              shares.

    Exercise Price          Exercise Price            Number of     +    Number of shares  X    Exercise Price
   after adjustment  =      before adjustment    X    outstanding           newly issued           per share
                                                        shares            ____________________________________
                                                                                      Market price
                                                     __________________________________________________________________
                                                                Number of        +      Number of shares increased by
                                                           outstanding shares           issue of new shares


              'Number of outstanding shares' provided for in the above formula 
              does not include the number of shares held by TMC as treasury 
              stock and in the case where the treasury stock is to be sold 
              'Number of shares newly issued' shall be read as 'Number of shares 
              of treasury stock to be sold.'


        (iii) In the case of a merger with any other company, corporate split or 
              capital reduction of TMC, or in any other case similar thereto 
              where an adjustment shall be required, in each case after the 
              issue date of the Stock Acquisition Rights, the adjustment shall 
              be made appropriately to the extent reasonable.


    (6) Exercise Period of the Stock Acquisition Rights 
        From August 1, 2005 to July 31, 2009


    (7) Conditions of Exercise of Stock Acquisition Rights

        (i)   Each Stock Acquisition Right may not be partially exercised.

        (ii)  The grantees of the Stock Acquisition Rights must, at the time of 
              exercise of such rights, be a Director, Managing Officer or an 
              employee, etc. of TMC or its affiliate of which he/she holds such 
              position at the time such right is granted, unless he/she 
              voluntarily retires, retires due to attaining retirement age or 
              change in employment, during the exercise period provided in (6) 
              above.

        (iii) Stock Acquisition Rights may not be inherited.

        (iv)  Other exercise conditions shall be provided for by the resolution 
              of the Ordinary General Shareholders' Meeting of this year and the 
              resolution of a meeting of the Board of Directors.


    (8) Events and Conditions of Cancellation of Stock Acquisition Rights

        (i)   Stock Acquisition Rights may be cancelled without consideration 
              upon approval by a General Shareholders' Meeting of an agendum on 
              a merger agreement in which TMC is a company to be dissolved, or 
              an agendum on a share exchange agreement or a share transfer by 
              which TMC will become a wholly-owned subsidiary of another 
              company.

        (ii)  TMC may cancel the Stock Acquisition Rights without consideration 
              if a grantee of the Stock Acquisition Rights becomes no longer 
              qualified to exercise such rights pursuant to the provision 
              provided for in (7) above.


    (9) Restriction on Transfer of Stock Acquisition Rights
        Transfer of Stock Acquisition Rights shall be subject to an approval of 
        the Board of Directors.


    (Note) The above resolution shall be conditional upon the agendum 'Issue of 
           Stock Acquisition Rights without Consideration to Directors, Managing 
           Officers and Employees, Etc., of TMC and Its Affiliates' being 
           approved at the FY2003 Ordinary General Meeting of Shareholders 
           scheduled to be held on June 26, 2003.  The details of the issuance 
           and granting of the Stock Acquisition Rights will be decided by the 
           resolution of the Board of Directors to be held after the Ordinary 
           General Shareholders' Meeting of this year.



Amendment to Notices Concerning Stock Option in the Past, due to Introduction of 
New Management System
           
As already announced, due to the introduction of the new management system, TMC
decided to amend part of the conditions of exercise of the rights set forth in
the 'Notice Concerning Repurchase of Shares' dated May 17, 2000, 'Notice
Concerning Repurchase of Shares for Stock Option Plan' dated May 16, 2001,
'Notice Concerning Stock Option (Stock Acquisition Right)' dated May 13, 2002
and 'Notice Concerning Granting Stock Option (Stock Acquisition Rights)' dated
June 26, 2002 relating to the announcement dated May 13, 2002 as follows, at the
meeting of the Board of Directors to be held on May 8, 2003.


The Content of the Amendment

The language 'The rights will be exercisable for up to six (6) months following
a voluntary retirement from the office of Director' will be changed to 'The
rights will be exercisable for up to six (6) months following the voluntary
retirement from both the office of Director and that of Managing Officer. 
However, in the case where the said Director or Managing Officer, as the case
may be, assumes the office of Managing Officer immediately after his/her
voluntary retirement from the office of Director, or assumes the office of
Director immediately after his/her voluntary retirement from the office of
Managing Officer, it will not be deemed as retirement.'


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