Stock Option

Toyota Motor Corporation
23 June 2004

                                 (Translation)


To Whom It May Concern:



                                                                   June 23, 2004
                                                        Toyota Motor Corporation
                                               (Toyota Jidosha Kabushiki Kaisha)
                                    1, Toyota-cho, Toyota City, Aichi Prefecture



      Notice Concerning Granting Stock Option (Stock Acquisition Rights)


At its meeting held on June 23, 2004, the Board of Directors of Toyota Motor
Corporation ('TMC') determined the details of the terms and conditions of
issuance of rights to subscribe for or purchase shares of TMC  ('Stock
Acquisition Rights') for the purpose of granting stock option, pursuant to
Article 280-20 and Article 280-21 of the Commercial Code, which was approved at
its FY2004 Ordinary General Shareholders' Meeting and we hereby inform you as
follows.


The amount to be paid upon the exercise of Stock Acquisition Rights and other
undetermined matters are to be determined on the date on which the Stock
Acquisition Rights are to be issued (scheduled to be August 2, 2004).


1.  Date of Issuance of Stock Acquisition Rights


     Scheduled to be issued on August 2, 2004


2.  Total Number of Stock Acquisition Rights to be Issued


     20,210 (the number of shares to be issued or transferred upon exercise of
one Stock Acquisition Right is 100)



3.  Issue Price of Stock Acquisition Rights



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



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



     2,021,000 shares of common stock of TMC



5.  Amount to be Paid upon the Exercise of Stock Acquisition Rights



The amount to be paid per share issued or transferred upon exercise of each
Stock Acquisition Right shall be obtained by multiplying the closing price of
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.



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



     Undetermined.



7.  Exercise Period of the Stock Acquisition Rights



     From August 1, 2006 to July 31, 2010



8.  Conditions of Exercise of Stock Acquisition Rights



(i)    No Stock Acquisition Right may 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, an employee, etc. of
TMC or its affiliate to which he/she belongs 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 7 above.



(iii)  Stock Acquisition Rights may not be inherited.



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



9.  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 in or 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 8 above.



10.       Restriction on Transfer of Stock Acquisition Rights



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



11.       Restriction on Issuance of Certificates for Stock Acquisition Rights



       TMC will issue certificates for Stock Acquisition Rights only upon
request of the grantee of the Stock Acquisition Rights.



12.  Portion of Issue Price of the New Share 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 disregarded.



13.       Distribution Method of Profit and Interest upon the Issuance of New
Shares



       The first distribution of dividend or interim dividend on TMC's common
stock issued upon the exercise of the Stock Acquisition Rights shall be made as
if such new shares were issued at the beginning of the dividend calculation
period during which a payment is made upon the exercise of the Stock Acquisition
Rights.



       (Note) Items 12 and 13 shall be applied only upon the issuance of new
shares, and shall not be applied when treasury shares are transferred in lieu of
the issuance of new shares.



14.       Assumption of Obligation Pertaining to Stock Acquisition Rights upon
Share Exchange or Share Transfer



(i)  When TMC becomes a wholly owned subsidiary of another company through share
exchange or share transfer, TMC will cause to have the company which becomes the
parent company through share exchange or transfer assume the obligations of TMC
pertaining to the Stock Acquisition Rights.



(ii) The number of shares of the company which becomes the parent company to be
issued or transferred upon the exercise of Stock Acquisition Rights after the
assumption of obligations shall be adjusted according to the exchange ratio or
the transfer ratio, and any fraction less than one (1) yen arising from such
adjustment shall be disregarded.



(iii) Class of shares of the company which becomes the parent company to be
issued or transferred upon exercise of Stock Acquisition Rights after the
assumption of obligations and matters concerning such Stock Acquisition Rights
(including the amount to be paid upon exercise of a Stock Acquisition Right,
exercise period of the Stock Acquisition Rights, conditions of exercise of the
Stock Acquisition Rights, events and conditions of cancellation of Stock
Acquisition Rights and restriction on transfer of Stock Acquisition Rights)
shall be arranged to the extent necessary and reasonable pursuant to the
conditions of issuance of Stock Acquisition Rights.



15.  Number of Stock Acquisition Rights to be Granted and Number of Grantees
Thereof


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

Directors/Managing Officers/                  100 - 200                                 9,300
Executive Advisory Engineers
(74)

Employees (467)                                    20                                     9,340

Executives of overseas                           20-50                                    1,570
affiliated companies (68)

Total (609)                                        -                                      20,210



(Reference)



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



      May 11, 2004



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



       June 23, 2004



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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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