December 15, 2006

Via U.S. Mail and Facsimile

Takeo Fukui
Chief Executive Officer
Honda Motor Co., Ltd.
No. 1-1
2-chome, Minami-Aoyama
Minato-ku, Tokyo
107-8556, Japan


RE:		Honda Motor Co., Ltd.
		Form 20-F for the fiscal year ended March 31, 2006
		File No. 1-7628

Dear Mr. Fukui:

      We have limited our review of your Form 20-F for the fiscal
year ended March 31, 2006, to disclosures relating to your
contacts
with countries that have been identified as state sponsors of
terrorism.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


General -

1. We note that on your website you identify a Honda Network in
Iran
and a Honda Network in Syria.  Your 20-F includes no information
about contacts with these countries.  In light of the fact that
Iran
and Syria have been identified by the U.S. State Department as
state
sponsors of terrorism and are subject to U.S. economic sanctions,
please describe for us the extent and nature of your past,
current,
and anticipated contacts with Iran and Syria whether through
subsidiaries, affiliated entities, or other direct or indirect
arrangements.  Discuss whether, and the extent to which, your
Syria
and Iran-related operations have involved the government of either
country, and the nature of any government involvement. Please also
advise us whether any of the services or products you have
provided
to Iran and/or Syria have military application.  Describe for us
any
such potential application and advise us whether, to your
knowledge,
any such products or services have in fact been put to such use.

2. Please address for us the applicability to your Iran-related
activities, including any direct or indirect payments to the
Iranian
government, of Section 5(b) of the Iran Sanction Act of 1996, as
modified by the Iran Freedom Support Act on September 30, 2006.

3. Discuss for us the materiality to you of your contacts with
Iran
and Syria, individually and in the aggregate, and whether those
contacts, individually or in the aggregate, constitute a material
investment risk for your security holders.  Please address
materiality in quantitative terms, including the dollar amounts of
any associated assets and liabilities, and revenues.

Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.  We note, for example,
that
Arizona and Louisiana have adopted legislation that requires their
state retirement systems to prepare reports regarding state
pension
fund assets invested in, and/or permits divestment of state
pension
fund assets from, companies that do business with U.S.-designated
state sponsors of terrorism.  The Pennsylvania legislature has
adopted a resolution directing its Legislative Budget and Finance
Committee to report annually to the General Assembly regarding
state
funds invested in companies that have ties to terrorist-sponsoring
countries.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  Your materiality analysis should address
the
potential impact of the investor sentiment evidenced by such
actions
directed toward companies that operate in Iran and Syria.

Your qualitative materiality analysis also should address whether,
and the extent to which, the Iranian and Syrian governments, or
entities controlled by those governments, receive cash or act as
intermediaries in connection with your operations.

4. We note that your 20-F discusses sales of your products in
Africa
and Asia.  Please advise us of any sales into, or other contacts
with, Sudan and/or North Korea, countries identified by the U.S.
State Department as state sponsors of terrorism and subject to
U.S.
economic sanctions.  If you have contact with either country,
please
provide the same information regarding those contacts as we
requested
regarding contacts with Iran and Syria in comments 1 and 3 above.



Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

the company 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.


								Sincerely,





								Cecilia D. Blye, Chief
								Office of Global Security
Risk



cc: 	Max Webb
		Linda Cvrkel
		Division of Corporation Finance
Takeo Fukui
Honda Motor Co., Ltd.
December 15, 2006
Page 1









UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE