October 7, 2005

Company Name: Fuji Heavy Industries Ltd.
Representative: Mr. Kyoji Takenaka, President and CEO
Code number: 7270(1st section of Tokyo Stock Exchange)
Contact for inquiries; Mr. Shunji Yonekura
General Manager of Administration Department.
Phone: (03)-3347-2005

Notice of repurchase of company’s own shares through ToSTNeT-2
(Announcement of repurchasing of the company’s own share in accordance with Article 211 -3, paragraph 1, item2 of Japanese Commercial Code through TosTNeT-2)

Fuji Heavy Industries Ltd. (“FHI”) announces the repurchase and repurchase method of own shares as described below pursuant to Article 211 -3, paragraph 1, item2 of Japanese Commercial Code.

Announcement

1. Reason of repurchase

As 4309642 Canada Inc., a shareholder of FHI, sells FHI shares they own, FHI would like to repurchase to maintain the maneuverability and flexibility in equity policies.

2. Method of repurchase

FHI will place purchase orders for its own shares through brokerages at the closing price trading on the Tokyo Stock Exchange Trading Network System (i.e., ToSTNeT-2) in the 8:45 am session on October 11, 2005 with closing price of its common stock traded on the first section of the Tokyo Stock Exchange market on October 7, 2005 (614 yen) (FHI will not change the method of trading or the proposed trading time). The purchase orders will be placed only in this trading time.

3.Detail of repurchase

(1) Class of shares: Common Stock
(2) Aggregate number of shares to be repurchased: up to 27,000,000
(Percentage of outstanding shares: 3.4%)
(3) Aggregate price of shares to be repurchased: Up to 16,578,000,000 yen
(Note1) The number of shares for which the Company will place purchase orders will not be changed. Depending on the market conditions, however, there is a possibility that a part or all of such shares may not be repurchased.

4.Announcement of the result of repurchase

FHI will announce the results of purchase of its own shares after completion of repurchase at 8:45 am on October 11, 2005.

5.Resolution of repurchasing company’s own share

Class of shares to be repurchased: Common Stock
Aggregate number of shares to be repurchased: Up to 90,000,000 shares
Aggregate price of shares to be repurchased: Up to 57,600,000,000 yen
Schedule of repurchase:

  October 6 October 7 October 11 Total
Shares to be repurchased 27,000,000 36,000,000 27,000,000 90,000,000
% of outstanding shares 3.4% 4.6% 3.4% 11.5%

(Reference)
Cumulative total of shares repurchased to date
・Aggregate number of shares repurchased: 35,504,000 shares
・Aggregate price of shares repurchased: 22,722,560,000 yen

Current balance of shares issued and treasury stock as of March 31, 2005
Total number of shares (excluding treasury stock): 779,504,873 shares
Treasury stock: 3,361,000 shares