Final Results 6/6

Toyota Motor Corporation
10 May 2005



                                                                     May 10,2005
                                                        Toyota Motor Corporation


               Holding of Ordinary General Shareholders' Meeting


1. Date and time:       10:00 a.m., Thursday, June 23, 2005

2. Venue:               Toyota Head Office, 1, Toyota-cho, Toyota City, 
                        Aichi Prefecture

3. Meeting Agenda:

   Reports:

     Report 1:               Reports on business review, unconsolidated balance 
                             sheet and statement of income for the 101st term 
                             (April 1, 2004 through March 31, 2005)

     Report 2:               Reports on consolidated balance sheet and statement 
                             of income for the 101st term (April 1, 2004 through 
                             March 31, 2005) and report by accounting auditors
                             and board of corporate auditors on the audit 
                             results of the consolidated financial statements


   Resolutions:


   


     Proposed Resolution 1:  Approval of Proposed Appropriation of Retained 
                             Earnings for the 101st Term

     Proposed Resolution 2:  Election of 26 Directors

     Proposed Resolution 3:  Election of 1 Corporate Auditor

     Proposed Resolution 4:  Issue of Stock Acquisition Rights without 
                             Consideration to Directors, Managing Officers and 
                             Employees, etc. of Toyota Motor Corporation and its 
                             Affiliates

     Proposed Resolution 5:  Repurchase of Shares

     Proposed Resolution 6:  Award of Bonus Payments to Retiring Directors



   


     Proposed Resolution 7:  Amendment of the Articles of Incorporation (Part 1)
                             (Disclosure of individual remuneration and bonus 
                             payments upon retirement, etc. of each Director to 
                             the shareholders)

     Proposed Resolution 8:  Amendment of the Articles of Incorporation (Part 2)
                             (Disclosure of political contributions)



                                 (Translation)

To Whom It May Concern:
                                                                    May 10, 2005
                                                        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 10, 2005, 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 101st Ordinary General Shareholders' Meeting
to be held on June 23, 2005 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 after the issue date of the Stock 
          Acquisition Rights, 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     x      Number of     +   Number of shares   X    Amount to be
 after adjustment        before adjustment         outstanding          newly issued         paid per share
                                                    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, 2007 to July 31, 2011


     (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 
               the closing of the Ordinary General Shareholder's Meeting to be 
               held for the last fiscal year ending within two (2) years after 
               the closing of the 101st Ordinary General Shareholder's Meeting 
               of TMC, 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.

        (iii)  Stock Acquisition Rights may not be inherited.

         (iv)  Other exercise conditions shall be provided for by the resolution 
               of the 101st Ordinary General Shareholders' Meeting 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 issue of the Stock Acquisition Rights 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 101st Ordinary General Shareholders' 
          Meeting of TMC scheduled to be held on June 23, 2005.  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.



                                 (Translation)

To Whom It May Concern:
                                                                    May 10, 2005
                                                        Toyota Motor Corporation
                                               (Toyota Jidosha Kabushiki Kaisha)
                                    1, Toyota-cho, Toyota City, Aichi Prefecture


                     Notice Concerning Repurchase of Shares
        (Repurchase of Shares under Article 210 of the Commercial Code)


At its meeting held on May 10, 2005, the Board of Directors of Toyota Motor
Corporation ('TMC') resolved to propose an agenda asking for authorization to
repurchase its shares under the provision of Article 210 of the Commercial Code
at the 101st Ordinary General Shareholders' Meeting to be held on June 23, 2005.
  We hereby inform you as follows.
     

1.   Reasons for repurchase

     In order to improve capital efficiency and to implement flexible capital 
     policies in accordance with the business environment.

2.   Type of shares to be repurchased              Shares of common stock of TMC

3.   Aggregate purchase price of shares            Up to JPY 250,000,000,000

4.   Aggregate number of shares to be repurchased  Up to 65,000,000 shares


(Note) The above repurchase of shares shall be conditional upon the agendum
'Repurchase of Shares' being approved at the 101st Ordinary General
Shareholders' Meeting scheduled to be held on June 23, 2005.

 (Reference)
     Number of issued shares of TMC                 3,268,078,939 shares
     (Excluding the number of the treasury stock)

     Number of the treasury stock                   341,918,553 shares

     (as of March 31, 2004)




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