Washington, D.C. 20549

                        Report of Foreign Private Issuer

                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934

                           For the month of May, 2004

                         Commission File Number 1-14948

                            Toyota Motor Corporation
                 (Translation of Registrant's Name Into English)

                           1, Toyota-cho, Toyota City,
                           Aichi Prefecture 471-8571,
                    (Address of Principal Executive Offices)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.

                           Form 20-F X       Form 40-F
                                    ---               ---

         Indicate by check mark whether by furnishing the information contained
in this Form the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes       No X
                                    ---      ---

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): ______

Material Contained in this Report:

1.       English excerpt translation of a Report on Number of Listed Shares, as
         filed by the registrant with the Tokyo Stock Exchange on May 20, 2004.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                              Toyota Motor Corporation

                                              By:     /s/ Takahiko Ijichi
Date:  May 28, 2004                               Name:  Takahiko Ijichi
                                                  Title: General Manager,
                                                         Accounting Division