Final Results 5-Stock Option

Toyota Motor Corporation
11 May 2004


                                 (Translation)

To Whom It May Concern:
                                                                    May 11, 2004
                                                        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 11, 2004, the Board of Directors of Toyota Motor
Corporation ('TMC') resolved to propose an agenda asking for authorization to
issue rights to subscribe for or purchase shares of TMC ('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 FY2004 Ordinary General Shareholders' Meeting
to be held on June 23, 2004 and we hereby inform you as follows.


1.  Reason for Issue of Stock Acquisition Rights without Consideration


     TMC will issue Stock Acquisition Rights 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)   Type 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 rights remaining 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    Amount to be
 after adjustment        before adjustment         outstanding          newly issued         paid per share
                   =                        X        shares                       Market price
                                                       Number of        +            Number of shares
                                                  outstanding shares                   newly issued



       '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 of the Exercise Price 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, 2006 to July 31, 2010


(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 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 (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 FY2004
Ordinary General Shareholders' Meeting scheduled to be held on June 23, 2004.
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.


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