Share Certificate Change

Toyota Motor Corporation
31 July 2000



                 Notice of Procedures in Connection with
          Change in the Number of Shares Constituting One Unit

Dear Shareholder,

At the FY2000 Ordinary General Shareholders' Meeting held on June 28, 2000,  the
amendment of the Articles of Incorporation was approved and adopted, and
therefore, the number of shares constituting one unit will be changed from 
1,000 to 100 as of August 1,2000 (Tuesday).

In connection with this change, after August 1, 2000, the share certificates
representing 1,000 shares held by the shareholders will not be tradable,  in 
their current condition,  in the normal course of transactions  of  100 share
trading units on the securities exchanges throughout Japan.  In  connection 
therewith, with respect to share certificates representing 1,000 shares, please
use the central clearing system or, otherwise you will be required to exchange
such share certificates into share certificates representing 100 shares.

Therefore, we hereby inform you of the procedures pertaining to the share
certificates held by you, as follows.

Additionally, shareholders who are already using the central clearing system do
not need to take any procedures in connection with this change.


Fujio Cho


I.  In case of using the central clearing system:

Please submit the share certificates representing 1,000 shares to the securities
company with which you have an account and apply for the use of such central
clearing system.

From the immediately following business day after you have taken the procedures,
you will be able to trade the shares in units of 100 shares.
Since there is no need to exchange the share certificates (see below)
into share certificates representing 100 shares, there will be no loss of
opportunity  of  purchasing and selling of the shares due to the exchange 
procedure, and the procedures are simple. Therefore, we  advise you to use this
system.

The central clearing system is a system in which the share certificates
entrusted by a shareholder to the securities company are deposited with the
Japan Securities Depository Center (JASDEC) upon  acquiring the consent of  such
shareholder (investor), and thereafter, the trading  of the share certificates
may be made without delivering the share certificates,  by  clearing  the
transfer of share certificates in the account book of JASDEC and the securities
company.

Please ask the securities company with which you have an account for further
information on the central clearing system.

II. If  you want to exchange your share certificates for share certificates
representing 100 shares, please take the following procedures:

1. Promotion period of the                  From August 1, 2000 (Tuesday)
   exchange of share certificates:          to September 29, 2000 (Friday)

2. Handling office of the exchange          The Toyo Trust and Banking          
  of share certificates:                   Company,  Limited
                                            Corporate Agency Department
                                            10-11, Higashisuna 7-chome, 
                                            Koto-ku, Tokyo    
                                            137-8081
                           
   Liaison offices:                         All branch offices throughout Japan 
                                           of The Toyo Trust and Banking        
                                          Company,  Limited

3. Exchange procedure of share certificates:

(1) In case you hold a share certificate which the registration of transfer is
    completed:

    Please fill in the  form,  'Request for Exchange of Share Certificates',    
   affix the registered seal thereon and submit it to the handling office of    
  the exchange of share certificates  or one of its liaison offices together    
 with the share certificate held by you.

    You may not exchange deposit certificates issued by the securities
    company for share certificates representing 100 shares, so please
    make a request to the securities company or draw out the share
    certificate therefrom and submit it to the handling office or one of
    its liaison offices.

(2) In case you hold a share certificate which the registration of
    transfer is not completed-

    In  addition  to  the  'Request for Exchange of Share Certificates'
    please fill in the  'Request for Transfer of Shares'  and 'Table of         
   Shareholders (Seal Impression)',  affix the registered seal thereon and      
  submit it to the handling office or one of its liaison offices together       
 with the share certificate held by you.

(3) In case of mailing the share certificates:

    Please use the return envelope and send it from your nearest post office by 
   'Simplified Registered Mail'.

(4) In case you hold 'The Toyota Motor Co., Ltd. share certificates':

    With respect to The Toyota Motor Co., Ltd. share certificates, since
    the corporate name was changed as of July 1, 1982, they may  not  be
    used, in their current condition,  in the purchase and sale transactions    
   made on the  securities exchanges throughout Japan.  Therefore,  please be   
  advised that the share  certificates  thereof representing 100 shares will    
 also need to be exchanged.

4. Delivery of new share certificates:

Share certificates representing 100 shares after exchanges are made, will be
sent to the notified address by 'Delivery-recorded Mail' approximately two
weeks after the submission of the old share certificates. In addition, please be
aware that once you have taken the exchange procedure, it may not be cancelled.

III.  Others

1. For the shareholders using the central clearing system, please
   contact the securities company with which you have an account for further
   information.

2. In case you do not have the share certificates to be exchanged due to
   loss, etc. or if you have any questions regarding the procedures, please
   contact the following handling office of the Transfer Agent or its
   liaison offices.

Transfer Agent and Handling Office:

The Toyo Trust and Banking Company, Limited
Corporate Agency Department
10-11, Higashisuna 7-chome, Koto-ku, Tokyo 
137-8081
Phone number: 81-3-5683-5111 (General)

Liaison Offices:

All branch offices throughout Japan of
The Toyo Trust and Banking Company, Limited