September 27, 2011

Via Electronic Mail

Ms. Loan Lauren P. Nguyen

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-5546

U.S.A.

Dear Ms. Nguyen:

At the request of Toyota Motor Corporation (“Toyota”), we are responding to the comment letter, dated September 15, 2011, from the Securities and Exchange Commission (the “Commission”) relating to the pre-effective amendment no.1 to the registration statement on Form F-4 filed on August 31, 2011. In conjunction with this letter, Toyota is filing the pre-effective amendment no.2 to the registration statement. For the Staff’s convenience, a marked copy of the pre-effective amendment no.2 to the registration statement, showing changes from the pre-effective amendment no.1 to the registration statement filed on August 31, 2011, is being delivered to the Staff.

The responses of Toyota to the Staff’s comments are set forth below. To facilitate the Staff’s review, we have reproduced below in bold text the Staff’s comments and have provided responses immediately below the comments. The page number references relate to the marked copy of the pre-effective amendment no. 2 to the registration statement.

Form F-4

General

Shearman & Sterling LLP will be furnishing to the Staff, on behalf of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley Securities”) and Nomura Securities Co., Ltd. (“Nomura”), materials prepared by the advisors for the purpose of the boards’ review in connection with their respective votes to approve the transaction. Since the written materials were originally prepared in Japanese, Mitsubishi UFJ Morgan Stanley Securities and Nomura have translated the materials in English for the Staff’s review. The materials will be provided under separate cover requesting confidential treatment pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 418 under the Securities Act of 1933, as amended, and pursuant to Title 17 C.F.R. §200.83. Accordingly, Mitsubishi UFJ Morgan Stanley Securities and Nomura will request that these materials be promptly returned to Shearman & Sterling LLP, on their behalf, following completion of the Staff’s review thereof.

Questions and Answers About the Share Exchange, page vi

In response to the Staff’s comment, Toyota has revised the disclosure on page viii.

Why are Toyota and Kanto proposing the share exchange, page vi

In response to the Staff’s comment, Toyota has revised the disclosure on pages vii, 3 and 4 to explain that Toyota will consider changes to Kanto’s management going forward. However, as provided in the revised disclosure, no such changes have been decided upon at this time.

Summary, page 1

In response to the Staff’s comment, Toyota has revised the disclosure on page 1 to provide the requested information.

The Share Exchange, page 2

In response to the Staff’s comment, Toyota has revised the disclosure on page 2 to add that the effect of the share exchange agreement is expected to cease only under certain specified circumstances, and to add a cross-reference that, when read together, provides the reasons for which the share exchange could cease to have effect in accordance with the share exchange agreement.

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Reasons for the Share Exchange, page 3

In response to the Staff’s comment, Toyota has revised the disclosure on pages vii and 3 to describe the product strategy and the supply strategy under the key medium-term initiatives that Toyota believes the share exchange and Subsidiary Integration will help it realize and how Kanto aims to expand its supporting role for overseas production of compact vehicles.

In response to the Staff’s comment, Toyota has revised the disclosure on pages vi and 3 to define the term “vehicle manufacturing hub”. Toyota respectfully asks the Staff to note that the advantages that it believes will result from Kanto, Central Motor and Toyota Motor Tohoku creating such a hub, which include the enabling of the development and manufacture of compact vehicles in the Tohoku area and the implementation and development of high-volume production methods, are described in the existing disclosure in the fourth paragraph under “Reasons for the Share Exchange—Strengthened Role of Kanto”.

In response to the Staff’s comment, Toyota has revised the disclosure on pages vi and 3 to state as a belief of management.

Risk Factors, page 7

Risks Relating to the Share Exchange, page 7

Making Kanto a wholly owned subsidiary may not produce the benefits, page 8

In response to the Staff’s comment, Toyota has revised the disclosure on page 8 to remove the statement.

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The Share Exchange, page 18

Background to the Share Exchange, page 18

In response to the Staff’s comment, Toyota has revised the disclosure on page 18 to provide quantitative details regarding the portion of Kanto’s contribution to Toyota’s operating results for the fiscal year ended March 31, 2011 and for the first quarter ended June 30, 2011.

In response to the Staff’s comment, Toyota has revised the disclosure on page 18 to clarify that Toyota will further work towards establishing a flexible and efficient production system that aims to achieve steady production levels and produce a variety of vehicles efficiently in response to changing demand by using common platforms and production lines and adjusting factory and line utilization.

In response to the Staff’s comment, Toyota has added a description to the cross-reference in the last sentence in the fifth paragraph on page 19 and revised the disclosure on pages 21, 22, 23 and 24. Under the product strategy of Toyota’s Global Vision for overseas production, in order to promote localization, Toyota aims to promote its overseas subsidiaries in various locales to play leading roles in the planning, development and production of vehicles featuring region-oriented specification. In cases where Toyota’s overseas subsidiaries cannot plan, develop and produce vehicles with region-oriented specifications or when it is more efficient to plan, develop and produce vehicles on a global basis centrally in Japan, Toyota intends for such vehicles to be planned, developed and produced in Japan by Toyota and/or its body manufacturers, including Kanto for compact vehicles after the share exchange. In this respect, Kanto’s expanded role in support of overseas production is expected to include the planning and development in Japan of compact vehicles with region-oriented specifications. Further, Toyota intends for Kanto to actively provide a variety of support functions for overseas production, such as preparation for production, including support in implementing production lines and machinery and equipment, and on-going support in production such as performing technical advisory and supervisory support. In this way, Toyota intends for Kanto to contribute to the promotion of localized production of compact vehicles in furtherance of the Toyota Global Vision.

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In response to the Staff’s comment, Toyota has revised the disclosure on page 20 to note that the boards of Toyota and Kanto did not discuss other alternatives to the share exchange.

In response to the Staff’s comment, Toyota has revised the disclosure on page 20 to disclose the share exchange ratios proposed by each of the working groups of Toyota and Kanto.

Reasons for the Share Exchange, page 20

In response to the Staff’s comments, Toyota has revised the disclosure on pages 21, 22 and 23. Currently, Kanto manufactures certain parts and components overseas and supplies them to Toyota’s global operations. In addition, going forward, as set forth in Toyota’s response to comment #12, Kanto aims to support overseas production of compact vehicles, including the planning and development in Japan, as appropriate, of vehicles featuring region-oriented specifications for overseas production and the active provision of a variety of support functions for overseas production such as preparation for production, including support in installing production lines and machinery and equipment, and on-going support in production such as performing technical advisory and supervisory support. As provided in the added disclosure, Kanto intends to work closely with Toyota and its group companies overseas to develop specific steps to implement this expanded role.

In response to the Staff’s comment, Toyota has revised the disclosure on pages 21 and 22 to clarify that Kanto’s new corporate vision is for it to be engaged in the “planning, development and manufacturing of vehicles and unit parts such as gear and axle units”.

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In response to the Staff’s comments, Toyota has revised the disclosure on page 21. As discussed in the revised disclosure, Toyota believes that the Subsidiary Integration would be beneficial as it enables efficient use of existing production capabilities and allows for the formation of a vehicle manufacturing hub in the Tohoku area focused on compact vehicles. As provided in the disclosure, the boards of Kanto, Central Motor and Toyota Motor Tohoku agreed to consider the Subsidiary Integration out of a common belief that it would enable them to become a comprehensive vehicle manufacturer capable of delivering competitive compact vehicles and unit parts globally.

Toyota Global Vision, page 21

In response to the Staff’s comment, Toyota has revised the disclosure on page 22 by replacing “conscientious manufacturing” with a description of monozukuri as an all-encompassing approach aimed at manufacturing value-added products with dedicated craftsmanship.

In response to the Staff’s comment, Toyota has expanded the disclosure on page 22 to clarify the concepts of “next-generation mobility” and “community energy management” and to describe Toyota’s efforts in these regards.

In response to the Staff’s comment, Toyota has revised the disclosure on page 24 to clarify that, as set forth in Toyota’s response to comment #12, Toyota will expect body manufacturers to play an active role in the development of region-oriented features to vehicles as appropriate and provide a variety of support functions such as preparation for production, including support in installing production lines and machinery and equipment, and on-going support in production such as performing technical advisory and supervisory roles. Toyota has additionally revised the disclosure on page 23 to clarify that “strengthen[ing] their capabilities for the overseas expansion of vehicle related operations” means for body manufacturers to be more actively involved in the overseas expansion of vehicle related operations, and to provide a definition of welfare vehicles.

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In response to the Staff’s comment, Toyota has revised the disclosure on pages 23 and 24 to clarify that in the supply strategy, a “leading role” that Kanto, together with Central Motor and Toyota Motor Tohoku, will strive to have in the Tohoku area relates to “the supply of compact vehicles”.

In response to the Staff’s comment, Toyota has revised the disclosure on page 23 to clarify the types of decisions Toyota aims to make regionally, in areas closest to its customers.

Strengthened Role of Kanto, page 23

In response to the Staff’s comment, Toyota has revised the disclosure on page 24 to define the terms “model line” and “variant model” and to note that in developing vehicles based on common platforms incorporating parts and components common across multiple model lines and variant models, rather than developing by individual model, Kanto aims to plan and develop vehicles that match customers’ needs with increased efficiency. Toyota considered and believes that providing examples of a model line and variant model may distract investors from the disclosure, which is the development of vehicles based on common platforms.

Opinion of Kanto’s Financial Advisor, page 25

Financial Analysis of Mitsubishi UFJ Morgan Stanley Securities, page 27

Discounted Cash Flow Analysis, page 28

In response to the Staff’s comment, Mitsubishi UFJ Morgan Stanley Securities has inserted the following disclosure on page 29, after the fourth paragraph:

Since Kanto’s business is highly reliant on its parent company, Toyota, due to the capital relationship between Toyota and Kanto and Kanto’s majority sales to Toyota, Mitsubishi UFJ Morgan Stanley Securities reviewed the historical data to analyze Kanto’s beta and capital structure, in order to calculate the WACC. Mitsubishi UFJ Morgan Stanley Securities adopted Barra Beta as the Market Risk Premium, and adopted the yield of the current 10 year Japanese government bond as the Risk Free Rate under the WACC calculation.

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Precedent Transactions Analysis, page 28

Mitsubishi UFJ Morgan Stanley Securities has revised the first paragraph in the Precedent Transactions Analysis section as follows:

Precedent Transactions Analysis. Mitsubishi UFJ Morgan Stanley Securities performed an analysis of precedent “Share Exchange Only” transactions in Japan announced since January 2010 where the target company (i) had already been consolidated by the acquiring company and (ii) was turned into a wholly owned subsidiary by the acquiring company. Mitsubishi UFJ Morgan Stanley Securities excluded precedent transactions in which a tender offer was followed by a subsequent share exchange. The precedent transactions analyzed were as follows:

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In connection with this analysis, Mitsubishi UFJ Morgan Stanley Securities calculated the premium and discount by comparing the target companies’ predicted stock prices based on the announced share exchange ratio with the stock price of the target company on the day before the announcement, 1 month prior to and 3 months prior to the announcement date, respectively. The results from this analysis are as follows:

Major Shareholders, page 36

The Master Trust Bank of Japan, Ltd. (the “Master Trust Bank”) Japan Trustee Services Bank, Ltd. (the “Japan Trustee Services Bank”) do not have beneficial ownership to the respective shares as Toyota believes that they do not, directly or indirectly, through any contract, management, understanding, relationship, or otherwise have or share voting power and/or investment power. In general, whether a trust bank in Japan holds voting power or investment power over the shares it holds as a part of its trustee services depends on the terms of the trust agreement. However, Toyota believes trust banks that specialize in asset preservation services for settlors such as the Master Trust Bank and Japan Trustee Services Bank typically do not hold voting power or investment power because the terms of the trust agreement would normally provide that the trust banks will exercise voting rights and dispose shares pursuant to the instructions from their settlors (or settlors’ asset managers).

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Under the Financial Instruments and Exchange Act of Japan and the applicable Cabinet Office Ordinance, if the Master Trust Bank and Japan Trustee Services Bank held investment power over the shares of Toyota in excess of 5%, they must submit a report on bulk holding to the relevant finance bureau and make public filings. However, to the knowledge of Toyota, these trust banks have not submitted such reports regarding the shares of Toyota. In addition, to the knowledge of Toyota, no statements pursuant to section 13(d) or 13(g) of the Exchange Act have been filed by these trust banks with the Commission.

In addition, under the Banking Act of Japan, banks, including trust banks, are prohibited from acquiring or holding shares of a corporation which would result in obtaining voting power that exceeds 5%.

Therefore, Toyota believes that neither the Master Trust Bank nor Japan Trustee Services Bank holds investment power or voting power over the shares of Toyota and are not beneficial owners under Rule 13d-3 of the Exchange Act, Item 7A of form 20-F and Item 403 of Regulation S-K.

Toyota asks the Staff to note that Exhibit 99.9 of the current report on Form 6-K furnished on June 30, 2011 and Exhibit 99.2 of the current report on Form 6-K furnished on July 13, 2011 as noted in Comment #39 in the comment letter dated August 9, 2011 are English translations of documents filed with the government authorities or the stock exchanges in Japan. Unlike the registration statement on Form F-4, Toyota lists the Master Trust Bank and the Japan Trustee Services Bank in these documents as major shareholders because the description is based on Toyota’s shareholders registry, which includes shareholders of record rather than beneficial owners.

As for Exhibit 99.9 of the current report on Form 6-K furnished on June 30, 2011, the instruction guidelines of the Corporate Governance Report stipulate that the “Description of Major Shareholders” must be provided in accordance with that of the Annual Securities Report and the common practice of Japanese corporations, including Toyota, is to base the “Description of Major Shareholders” of the Annual Securities Report on the shareholders registry. Similarly, as for Tokyo Stock Exchange filing that was furnished under Exhibit 99.2 of the current report on Form 6-K on July 13, 2011, while the rules and other relevant instruction guidelines of the Tokyo Stock Exchange do not explicitly provide such terms, Toyota here also follows the common practice to list major shareholders based on the shareholders registry.

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Appendix B

In response to the Staff’s comment, Mitsubishi UFJ Morgan Stanley Securities agrees to remove the word “only” from the English translation of its opinion. However, Mitsubishi UFJ Morgan Stanley Securities does not intend to reissue the original Japanese language opinion to the board as the board has already made its decision.

Form 20-F for the Fiscal Year Ended March 31, 2011

Operating and Financial Review and Prospects, page 52

Operating Results, page 52

Results of Operations — Fiscal 2011 Compared with Fiscal 2010, page 58

Operating Costs and Expenses, page 62

Toyota undertakes to include in future filings, to the extent material, an explanation of changes in Toyota’s warranty costs and recalls and other safety measures expense, including the identification of recalls and other safety measures that required higher repair costs and the reasons therefor.

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Notes to Consolidated Financial Statements

Note 23. Other commitments and contingencies, concentrations and factors that may affect future operations, page F-55

Legal Proceedings, page F-55

Class Action and Consolidated Litigation, page F-56

As disclosed, Toyota faces a large number of complex and inter-related cases and legal matters related to the 2009-2010 recalls. In the proposed disclosure for future filings, Toyota describes the key factors that prevent Toyota from estimating a reasonable range of possible loss for these matters. All of the outstanding matters are at stages where Toyota has little information about the positions of our opponents. One specific example of these challenges is that the plaintiffs’ attorneys in the multi-district litigation have not identified the specific alleged defect in the electronic throttle control system of Toyota vehicles or narrowed the broad range of very general allegations that they make. They also have not stated what amount of alleged damage they claim on an individual or class basis. There has also been no determination of whether these cases will proceed as class actions and, if so, what the composition or size of the class or classes will be. Another example relates to the government investigations in which the U.S. Attorney for the Southern District of New York and the Commission have not yet provided Toyota with sufficient information to evaluate the potential exposure.

For these same reasons, Toyota cannot predict when these matters will be at a stage that will allow Toyota to estimate the amount or range of reasonably possible loss. As we indicated in our previous response, Toyota will continue to evaluate this issue quarterly. When the company has the information that will allow it to estimate an amount or range of reasonably possible loss appropriate disclosure will be provided.

In determining accruals, Toyota performs periodic reviews of pending claims and actions to determine the probability of favorable and adverse verdicts or other types of resolutions and resulting amounts of liability. We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. Generally, the accrual represents an amount that Toyota believes probable based on its determination to resolve certain of the matters or portions of the matters within the array of legal matters facing Toyota. Beyond these amounts, Toyota believes that it is not possible to estimate a reasonable range of loss for the reasons set forth above and in our prior response.

*            *             *

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Toyota acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me by telephone at +81-3-5251-1601, by fax at +81-3-5251-1602 or by email at [email protected], if you have additional questions or require additional information.

Doug Jones (Securities and Exchange Commission)

Sonia Bednarowski (Securities and Exchange Commission)

Yuji Maki (Toyota Motor Corporation)

Akira Kawana (Kanto Auto Works, Ltd)

Katsunori Sasayama (PricewaterhouseCoopers Aarata)

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