Stmnt reGranting Stock Option

Toyota Motor Corporation
26 June 2002

                                 (Translation)



To Whom It May Concern:



                                                                   June 26, 2002

                                                        Toyota Motor Corporation

                                               (Toyota Jidosha Kabushiki Kaisha)

                                    1, Toyota-cho, Toyota City, Aichi Prefecture



       Notice Concerning Granting Stock Option (Share Acquisition Rights)



At its meeting held on June 26, 2002, the Board of Directors of Toyota Motor
Corporation ('TMC') determined the details of the terms and conditions of
issuance of share acquisition rights  ('Share Acquisition Rights') for the
purpose of granting stock options, pursuant to Article 280-20 and Article 280-21
of the Commercial Code, which was approved at its FY2002 Ordinary General
Shareholders' Meeting held on June 26, 2002 and we hereby inform you as follows.



The amount to be paid upon the exercise of share acquisition rights and other
undetermined matters are scheduled to be determined on August 1, 2002, on which
the share acquisition rights are to be issued.



1.       Date of Issuance of Share Acquisition Rights



         Scheduled to be issued on August 1, 2002



2.       Total Number of Share Acquisition Rights to be Issued



         18,760 (the number of shares to be issued or transferred upon exercise 
         of one Share Acquisition Right is 100)



3.       Issue Price of Share Acquisition Rights



         No consideration will be paid at the time of issuance of the Share 
         Acquisition Rights.



4.       Class and Number of Shares to be Issued or Transferred upon Exercise of
         Share Acquisition Rights



         1,876,000 shares of common stock of TMC



5.       Amount to be Paid upon Exercise of Share Acquisition Rights



Undetermined. (The amount obtained by multiplying the closing price of TMC's
common stock in regular trading on the Tokyo Stock Exchange on August 1, 2002
(if there is no transaction made on that day, then the closing price of the
latest date prior to August 1, 2002 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.)



6.       Aggregate Amount of Issue Price of the Shares to be Issued upon the
         Exercise of the Share Acquisition Rights



         Undetermined.



7.       Exercise Period of the Share Acquisition Rights



         From August 1, 2004 to July 31, 2008



8.       Conditions of Exercise of Share Acquisition Rights



(i)         Upon voluntary retirement, age limit retirement, employment transfer
or death of a grantee of the Share Acquisition Rights, the exercise of such
rights will be handled as follows:



•      In case of voluntary retirement, age limit retirement or employment
transfer: the rights granted to the grantee will be exercisable for up to six
months following his/her voluntary retirement, age limit retirement or
employment transfer.

•      In case of death: the rights granted to the grantee shall become void at
the time of his/her death.



(ii)   Other conditions shall be provided for in the contracts to be executed
between TMC and the grantees of the Share Acquisition Rights pursuant to the
resolution of the Ordinary General Shareholders' Meeting of this year and the
resolution of a meeting of the Board of Directors.



9.       Portion of Issue Price of the Share Certificates Issued upon the
         Exercise of Share Acquisition Rights Not to be Transferred to Capital



The portion of the issue price of new shares not transferred to capital shall be
50% of the issue price and any fraction less than one (1) yen arising from such
calculation shall be discarded.



10.   Matter concerning Transfer of Share Acquisition Rights



Transfer of Share Acquisition Rights shall be subject to the approval of the
Board of Directors.



11.   Number of Share Acquisition Rights to be Granted and Number of Grantees
      Thereof


Number of Grantees (persons)        Number of Share Acquisition Rights   Total Number of Share Acquisition
                                        to be Granted per Grantee             Rights to be Granted

Directors/Executive Technical                   100-200                               8,550
Advisors (61)
Employees (432)                                    20                                 8,640
Executives of overseas affiliated                20-100                               1,570
companies (61)
Total (554)                                         -                                18,760



(Reference)



(1)     Date on which the Board of Directors resolved to propose the issue of
        Share Acquisition Rights to the Ordinary General Shareholders' Meeting



        May 13, 2002



(2)     Date on which the issue of Share Acquisition Rights was adopted by the
        Ordinary General Shareholders' Meeting



        June 26, 2002



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Contact: TMC, Public Affairs at (03) 3817-91116 (Tokyo Head Office)
                                (0565) 23-15204 (Head Office)
                                (052) 952-34613 (Nagoya)





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