Filed Pursuant to Rule 424(b)(5)
                                                Registration File No. 333-132320

********************************************************************************
THIS PROSPECTUS SUPPLEMENT IS SUBJECT TO COMPLETION AND AMENDMENT WITHOUT
NOTICE. THIS PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE A SALE OF THE NOTE IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE
DEFINITIVE TERMS OF THE TRANSACTIONS DESCRIBED HEREIN WILL BE DESCRIBED IN THE
FINAL PROSPECTUS SUPPLEMENT.
********************************************************************************

                    SUBJECT TO COMPLETION, DATED JUNE 7, 2007

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 7, 2007)

                    HONDA AUTO RECEIVABLES 2007-2 OWNER TRUST

                                 Issuing Entity

                                 $1,164,460,000

                        ASSET BACKED NOTES, SERIES 2007-2

                        AMERICAN HONDA RECEIVABLES CORP.,

                                    Depositor

                       AMERICAN HONDA FINANCE CORPORATION,

                 Sponsor, Originator, Servicer and Administrator

--------------------------------------------------------------------------------
YOU SHOULD REVIEW CAREFULLY THE FACTORS SET FORTH UNDER "RISK FACTORS" BEGINNING
ON PAGE S-21 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 11 IN THE ACCOMPANYING
PROSPECTUS. The prospectus supplement does not contain complete information
about the offering of the securities. No one may use this prospectus supplement
to offer and sell the securities unless it is accompanied by the prospectus.

The securities are asset backed securities and represent the obligations of the
issuing entity only and do not represent the obligations of or interest in the
sponsor, the depositor or any of their affiliates. Neither the securities nor
the receivables are insured or guaranteed by any government agency.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

o    The trust will issue four classes of notes and a class of certificates.

o    The notes are backed by a pledge of the trust's assets. The trust's assets
     include fixed rate motor vehicle retail installment sales contracts secured
     by new and used Honda and Acura automobiles and light-duty trucks.

o    Only the notes described on the following table are being offered by this
     prospectus supplement and the accompanying prospectus.

o    Credit enhancement for the notes consists of excess interest on the
     receivables, subordination of the certificates, the reserve fund and the
     yield supplement account.



                     INITIAL                                 FIRST             FINAL              EXPECTED
                    PRINCIPAL    INTEREST     ACCRUAL       PAYMENT          SCHEDULED             FINAL
                     AMOUNT       RATE(1)    METHOD(1)      DATE(2)         PAYMENT DATE        PAYMENT DATE
---------------   ------------   --------   ----------   -------------   -----------------   -----------------

Class A-1 Notes   $262,000,000     ___%     Actual/360   July 23, 2007     June 23, 2008     February 21, 2008
Class A-2 Notes   $322,000,000     ___%       30/360     July 23, 2007   November 23, 2009   December 22, 2008
Class A-3 Notes   $360,000,000     ___%       30/360     July 23, 2007     May 23, 2011       April 21, 2010
Class A-4 Notes   $220,460,000     ___%       30/360     July 23, 2007   November 21, 2013   December 21, 2010


----------
(1)  Interest generally will accrue on the Class A-1 Notes from (and including)
     the previous payment date to (but excluding) the related payment date, and
     on the Class A-2, Class A-3 and Class A-4 Notes from (and including) the
     21st day of each month to (but excluding) the 21st day of the succeeding
     month.

(2)  Payment dates for the notes will occur on the 21st day of each month, or if
     such date is not a business day, then on the next business day.

The terms of the offering are as follows:

                          INITIAL PUBLIC    UNDERWRITING    PROCEEDS TO
                        OFFERING PRICE(1)     DISCOUNT     DEPOSITOR(2)
---------------------   -----------------   ------------   ------------
Per Class A-1 Note...         _____%           _____%         _____%
Per Class A-2 Note...         _____%           _____%         _____%
Per Class A-3 Note...         _____%           _____%         _____%
Per Class A-4 Note...         _____%           _____%         _____%
                              -----            -----          -----
Total................         $____            $____          $____
                              =====            =====          =====

----------
(1)  Plus accrued interest, if any, from June 19, 2007.

(2)  Before deducting expenses payable by the depositor, estimated to be
     $630,000. The notes will be delivered in book-entry form only on or about
     June 19, 2007.

o    We will not list the notes on any national securities exchange or on any
     automated quotation system of any registered securities association such as
     NASDAQ.

                                   ----------

                                JOINT BOOKRUNNERS

CREDIT SUISSE                                                               CITI

                                   ----------

                                   CO-MANAGERS

BANC OF AMERICA SECURITIES LLC

                                BARCLAYS CAPITAL

                                                             MERRILL LYNCH & CO.

            THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE __, 2007.



                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
   SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS............................      5
SUMMARY OF PARTIES TO THE TRANSACTION....................................      6
SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS.............      7
SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE AMOUNTS....................      8
SUMMARY OF TERMS.........................................................      9
RISK FACTORS.............................................................     21
DEFINED TERMS............................................................     26
THE ISSUING ENTITY.......................................................     26
   General...............................................................     26
   Capitalization of the Issuing Entity..................................     27
THE DEPOSITOR............................................................     27
THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER......................     28
AFFILIATIONS AND RELATED TRANSACTIONS....................................     29
THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE........     30
THE RECEIVABLES..........................................................     31
MATURITY AND PREPAYMENT CONSIDERATIONS...................................     39
DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION...................     39
STATIC POOLS.............................................................     41
WEIGHTED AVERAGE LIFE OF THE NOTES.......................................     41
NOTE FACTORS.............................................................     49
STATEMENTS TO NOTEHOLDERS................................................     49
USE OF PROCEEDS..........................................................     49
THE DEPOSITOR, THE ADMINISTRATOR AND THE SERVICER........................     49
THE NOTES................................................................     49
   General...............................................................     49
   Payments of Interest..................................................     49
   Payments of Principal.................................................     50
   Events of Default; Rights upon Event of Default.......................     51
   Notices...............................................................     51
   Governing Law.........................................................     52
   Minimum Denominations.................................................     52
THE CERTIFICATES.........................................................     52
   General...............................................................     52
   Payments of Interest..................................................     52
   Payments of Principal.................................................     53
   Governing Law.........................................................     53
PAYMENTS ON THE NOTES....................................................     53
   Payment of Distributable Amounts......................................     53
CREDIT ENHANCEMENT.......................................................     54
   Subordination.........................................................     54
   Reserve Fund..........................................................     54
   Yield Supplement Account..............................................     55
   No Overcollateralization..............................................     56
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS.....................     56
   The Transfer and Servicing Agreements.................................     56
   Sale and Assignment of Receivables....................................     56
   Accounts..............................................................     56
   Collections...........................................................     56
   Advances..............................................................     57


                                      S-2



   Servicing Compensation................................................     58
   Net Deposits..........................................................     58
   Optional Purchase.....................................................     58
   Removal of Servicer...................................................     58
   Duties of the Owner Trustee, the Delaware Trustee and the Indenture
      Trustee............................................................     59
   The Owner Trustee, the Delaware Trustee and the Indenture Trustee.....     60
   Fees and Expenses.....................................................     61
LEGAL PROCEEDINGS........................................................     61
MATERIAL INCOME TAX CONSEQUENCES.........................................     61
   Tax Characterization of the Trust.....................................     62
   Treatment of the Notes as Indebtedness................................     62
ERISA CONSIDERATIONS.....................................................     62
UNDERWRITING.............................................................     64
NOTICE TO CANADIAN RESIDENTS.............................................     66
   Resale Restrictions...................................................     66
   Representations of Purchasers.........................................     66
   Rights of Action (Ontario Purchasers).................................     66
   Enforcement of Legal Rights...........................................     66
   Notice to British Columbia Residents..................................     66
   Taxation and Eligibility for Investment...............................     66
LEGAL OPINIONS...........................................................     67
GLOSSARY.................................................................     68

ANNEX A GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES....    A-1
Initial Settlement.......................................................    A-1
Secondary Market Trading.................................................    A-1
Certain U.S. Federal Income Tax Documentation Requirements...............    A-3


                                      S-3



                                TABLE OF CONTENTS

                                   PROSPECTUS

                                                                            Page
                                                                            ----
Important Notice About Information Presented in This Prospectus and the
   Accompanying Prospectus Supplement....................................      4
Summary of Terms.........................................................      5
Risk Factors.............................................................     11
Defined Terms............................................................     20
The Sponsor, Originator, Administrator and Servicer......................     20
The Depositor............................................................     22
The Trustees.............................................................     23
Formation of the Issuing Entities........................................     23
Property of the Issuing Entities.........................................     24
The Receivables..........................................................     24
Use of Proceeds..........................................................     28
Where You Can Find More Information About Your Securities................     28
Weighted Average Life of the Securities..................................     30
Pool Factors and Trading Information.....................................     31
The Notes................................................................     32
The Certificates.........................................................     37
Certain Information Regarding the Securities.............................     39
Description of the Transfer and Servicing Agreements.....................     53
Certain Legal Aspects of the Receivables.................................     70
Material Income Tax Consequences.........................................     76
State Tax Consequences...................................................     85
ERISA Considerations.....................................................     85
Underwriting.............................................................     85
Legal Opinions...........................................................     86
Glossary.................................................................     87


                                      S-4



              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

     Information about the securities is provided in two separate documents that
progressively provide increasing levels of detail:

     o    the accompanying prospectus, which provides general information, some
          of which may not apply to a particular class of securities, including
          your class; and

     o    this prospectus supplement, which describes the specific terms of your
          class of notes.

     Cross-references are included in this prospectus supplement and in the
accompanying prospectus which direct you to more detailed descriptions of a
particular topic. You can also find references to key topics in the Table of
Contents beginning on page S-2 in this prospectus supplement and the Table of
Contents beginning on page 2 in the accompanying prospectus.

     Whenever we use words like "intends," "anticipates" or "expects" or similar
words in this prospectus, we are making a forward-looking statement, or a
projection of what we think will happen in the future. Forward-looking
statements are inherently subject to a variety of circumstances, many of which
are beyond our control and could cause actual results to differ materially from
what we anticipate. Any forward-looking statements in this prospectus supplement
speak only as of the date of this prospectus supplement. We do not assume any
responsibility to update or review any forward-looking statement contained in
this prospectus supplement to reflect any change in our expectation about the
subject of that forward-looking statement or to reflect any change in events,
conditions or circumstances on which we have based any forward-looking
statement.


                                       S-5



--------------------------------------------------------------------------------

                     SUMMARY OF PARTIES TO THE TRANSACTION*

                              -------------------
                                    AMERICAN
                                     HONDA
                                    FINANCE
         --------------------     CORPORATION
        |                           (Sponsor,
        |                         Originator,
        |                      Administrator and
        |                           Servicer)
        |                     -------------------
        |                              |
        |                              |
        |                     -------------------
        |                           AMERICAN
 --------------                      HONDA
  Servicing of                    RECEIVABLES
  Receivables                        CORP.            -------------------
 --------------                   (Depositor)             The Bank of
        |                     -------------------          New York
        |                              |             /    (Delaware)
        |                              |            /  (Delaware Trustee)
        |                     -------------------  /  -------------------
        |                             HONDA       /
        |                             AUTO       /    -------------------
        |                          RECEIVABLES             The Bank of
         --------------------        2007-2      -----      New York
                                  OWNER TRUST           (Owner Trustee)
                                (Issuing Entity) \    -------------------
                              ------------------- \
                                      /\           \  --------------------
                                     /  \           \     Union Bank of
                                    /    \           \  California, N.A.
                                   /      \           (Indenture Trustee)
                                  /        \          --------------------
                                 /          \
                                /            \
                               /              \
                   -----------------     -----------------
                                          CLASS A-1 NOTES
                                          CLASS A-2 NOTES
                      CERTIFICATES        CLASS A-3 NOTES
                                                AND
                                          CLASS A-4 NOTES
                   -----------------     -----------------

*    This chart provides only a simplified overview of the relations between the
     key parties to the transaction. Refer to this prospectus supplement and the
     prospectus for a further description.

--------------------------------------------------------------------------------


                                       S-6



--------------------------------------------------------------------------------

                       SUMMARY OF MONTHLY DEPOSITS TO AND
                           WITHDRAWALS FROM ACCOUNTS*



-----------------------------------------------------------       --------------------------            -------------

                          Servicer                                       Payments on                     Obligors on
                                                           <-------      Receivables                     Receivables
-----------------------------------------------------------       --------------------------            -------------
     |            |             /|\                 |
     |            |              |                  |
    \|/          \|/             |                 \|/
-----------   --------   -----------------   --------------
Collections   Servicer   Reimbursements of     Warranty &
    on        Advances   Servicer Advances   Administrative
Receivables                                     Payments                                                -------------
-----------   --------   -----------------   --------------                                                  Yield
                                                                  --------------------------              Supplement
                                                        |<--------  Withdrawals from Yield                  Account
                                                        |             Supplement Account                -------------
                                                        |         --------------------------
                                                        |
                                                        |         --------------------------            -------------
                                                        |<--------     Withdrawals from                    Reserve
                                                        |                Reserve Fund                        Fund
          --------------------------------------        |         --------------------------            -------------
                  Collection Account            --------|
          --------------------------------------        |         --------------------------            -------------
              |                       |                 |--------> Deposits to Reserve Fund             Excess Monies
              |                       |                 |         --------------------------             from Reserve
          ----------            ------------            |                                                    Fund
          Interest &             Payments on            |                                               -------------
          Principal             Certificates            |         --------------------------                  |
          ----------            ------------            |-------->      Excess Interest                      \|/
              |                       |                           --------------------------            -------------
              |                       |                                                                   Depositor
             \|/                     \|/                                                                -------------
          -----------        ------------------
          Noteholders        Certificateholders
          -----------        ------------------


*    This chart provides only a simplified overview of the monthly flow of
     funds. Refer to this prospectus supplement and the prospectus for a further
     description.

--------------------------------------------------------------------------------


                                       S-7



--------------------------------------------------------------------------------

              SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE AMOUNTS



                                                        ----------------------------------------------------------------
                                                                             COLLECTION ACCOUNT
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                              1st                                  SERVICER
                                                            (Servicing Fee and Non-recoverable Servicer Advances)(1)
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                              2nd                                  TRUSTEES
                                                          (Trustee Fees and Expenses, not to exceed $100,000 per annum)
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
---------------------------------------                 ----------------------------------------------------------------
(pro rata, based on amounts owed to           3rd                                 NOTEHOLDERS
         each class of notes)          ---------------->          (Noteholders' Interest Distributable Amount)
---------------------------------------                 ----------------------------------------------------------------
                                                                                      |
---------------------------------------                                              \|/
                                                        ----------------------------------------------------------------
  (first to the class A-1 notes until         4th                                 NOTEHOLDERS
 paid in full, second to the class A-2 ---------------->         (Noteholders' Principal Distributable Amount)
notes until paid in full, third to the                  ----------------------------------------------------------------
  class A-3 notes until paid in full,                                                \|/
   and fourth to the class A-4 notes                    ----------------------------------------------------------------
          until paid in full)                 5th                              CERTIFICATEHOLDERS
                                                              (Certificateholders' Interest Distributable Amount)
---------------------------------------                 ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                                                               CERTIFICATEHOLDERS
                                              6th       (after the class A-1 notes and class A-2 notes have been paid in
                                                          full, the Certificateholders' Principal Distributable Amount)
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                                                                  RESERVE FUND
                                              7th                   (amount, if any, necessary to achieve the
                                                                         Specified Reserve Fund Balance)
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                                                                    TRUSTEES
                                              8th                   (any remaining Trustee Fees and Expenses
                                                                           not paid at priority 2nd above)
                                                        ----------------------------------------------------------------
                                                                                      |
                                                                                     \|/
                                                        ----------------------------------------------------------------
                                              9th                                   DEPOSITOR
                                                                            (any remaining amounts)
                                                        ----------------------------------------------------------------


(1)  For a description of non-recoverable servicer advances, see "Description of
     the Transfer and Servicing Agreements--Advances" in this prospectus
     supplement.

--------------------------------------------------------------------------------


                                       S-8



--------------------------------------------------------------------------------

                                SUMMARY OF TERMS

     The following summary contains a brief description of the notes. You will
find a detailed description of the terms of the offering of the notes following
this summary. You should carefully read this entire document and the
accompanying prospectus to understand all of the terms of the offering of the
notes. You should consider both documents when making your investment decision.

RELEVANT PARTIES

ISSUING ENTITY ...............   Honda Auto Receivables 2007-2 Owner Trust,
                                 which we refer to as the ISSUING ENTITY or the
                                 TRUST.

DEPOSITOR ....................   American Honda Receivables Corp. The
                                 depositor's address and phone number is 20800
                                 Madrona Avenue, Torrance, California 90503;
                                 (310) 972-2511.

SPONSOR, ORIGINATOR, SERVICER    American Honda Finance Corporation. The
AND ADMINISTRATOR ............   sponsor's address and phone is 20800 Madrona
                                 Avenue, Torrance, California 90503; (310)
                                 972-2288.

                                 All of the receivables are originated by the
                                 originator.

INDENTURE TRUSTEE.............   Union Bank of California, N.A.

OWNER TRUSTEE.................   The Bank of New York

DELAWARE TRUSTEE..............   The Bank of New York (Delaware). The Delaware
                                 trustee will act in the capacities required
                                 under the Delaware Statutory Trust Act.

RELEVANT AGREEMENTS

INDENTURE.....................   The indenture is between the issuing entity and
                                 the indenture trustee. The indenture provides
                                 for the terms relating to the notes.

TRUST AGREEMENT...............   The trust agreement is among the depositor, the
                                 owner trustee and the Delaware trustee. The
                                 trust agreement governs the creation of the
                                 trust and provides for the terms relating to
                                 the certificates.

SALE AND SERVICING AGREEMENT..   The sale and servicing agreement is among the
                                 trust, the servicer and the depositor. The sale
                                 and servicing agreement governs the transfer of
                                 the receivables by the depositor to the trust
                                 and the servicing of the receivables by the
                                 servicer.

ADMINISTRATION AGREEMENT......   The administration agreement is among the
                                 administrator, the owner trustee and the
                                 indenture trustee. The administration agreement
                                 governs the provision of reports by the
                                 administrator and the performance by the
                                 administrator of other administrative duties
                                 for the trust.

RECEIVABLES PURCHASE             The receivables purchase agreement is between
AGREEMENT.....................   the originator and the depositor. The
                                 receivables purchase agreement governs the sale
                                 of the receivables by the originator to the
                                 depositor.

--------------------------------------------------------------------------------


                                      S-9



--------------------------------------------------------------------------------

RELEVANT DATES

CLOSING DATE..................   Expected to be June 19, 2007.

CUTOFF DATE...................   June 1, 2007.

COLLECTION PERIOD.............   The period commencing on the first day of the
                                 applicable month (or in the case of the first
                                 collection period, the cutoff date) and ending
                                 on the last day of the applicable month.

PAYMENT DATES.................   The trust will pay interest and principal on
                                 the securities on the 21st day of each month
                                 with amounts received from collections on the
                                 receivables during the immediately preceding
                                 collection period and other amounts available
                                 for such purpose in the applicable trust
                                 accounts. If the 21st day of the month is not a
                                 business day, payments on the securities will
                                 be made on the next business day. The date that
                                 any payment is made is called a payment date.
                                 The first payment date is July 23, 2007.

FINAL SCHEDULED PAYMENT          The final principal payment for each class of
DATES.........................   securities is scheduled to be made on the
                                 applicable final scheduled payment date
                                 specified on the front cover of this prospectus
                                 supplement.

EXPECTED FINAL PAYMENT DATES..   The final principal payment for each class of
                                 notes is expected to be made on the applicable
                                 expected final payment date specified on the
                                 front cover of this prospectus supplement.
                                 However, due to a variety of factors described
                                 herein, there can be no assurance that your
                                 class of notes will be paid in full on an
                                 earlier or on a later payment date.

                                 We refer you to "Risk Factors" in this
                                 prospectus supplement and the accompanying
                                 prospectus for discussions of certain of these
                                 factors.

RECORD DATE...................   So long as the notes are in book-entry form,
                                 the trust will make payments on the notes to
                                 the holders of record on the day immediately
                                 preceding the payment date. If the notes are
                                 issued in definitive form, the record date will
                                 be the last day of the month preceding the
                                 payment date.

DESCRIPTION OF THE RECEIVABLES

RECEIVABLES...................   The trust's main source of funds for making
                                 payments on the notes will be collections on
                                 its motor vehicle retail installment sale
                                 contracts executed by an obligor in respect of
                                 a financed motor vehicle, also known as the
                                 receivables.

                                 The principal balance of the receivables on the
                                 cutoff date was $1,203,571,385.96. As of the
                                 cutoff date, the receivables had the following
                                 characteristics:

--------------------------------------------------------------------------------


                                      S-10



--------------------------------------------------------------------------------



                                 Number of Receivables...........................   65,226
                                 Average principal balance ......................   $18,452.33
                                    Range of principal balances..................   $1,021.42 to $55,318.94
                                 Weighted average annual percentage rate(1)......   6.21%
                                    Range of annual percentage rates.............   1.88% to 21.00%
                                 Weighted average original term to maturity(1)...   57.90 months
                                    Range of original terms to maturity..........   24 months to 72 months
                                 Weighted average remaining term to maturity(1)..   51.77 months
                                    Range of remaining terms to maturity.........   6 months to 71 months
                                 Percentage of aggregate principal balance of
                                    Receivables for New/Used Vehicles............   82.37%/17.63%
                                 Weighted average FICO score(1)(2)(3)............   739
                                    Range of FICO Scores(2)(3)...................   385 to 884
                                 Geographic Concentration
                                       California................................   16.73%
                                       Texas.....................................   8.38%
                                       Florida...................................   6.39%
                                       Illinois..................................   5.64%
                                       New Jersey................................   5.38%
                                       Pennsylvania..............................   5.00%


                                 ----------
                                 (1)  Weighted by Initial Pool Balance as of the
                                      Cutoff Date.

                                 (2)  Weighted average FICO score and the range
                                      of FICO scores are calculated excluding
                                      accounts for which we do not have a FICO
                                      score.

                                 (3)  FICO scores are shown for portfolio
                                      comparative purposes only. The FICO score
                                      may not have been used in the original
                                      credit decision process.

                                 All of the receivables owned by the trust are
                                 classified as simple interest receivables.
                                 These receivables are described in more detail
                                 in "The Receivables" in the accompanying
                                 prospectus.

                                 We refer you to "The Receivables" in this
                                 prospectus supplement for more information on
                                 the receivables.

REMOVAL OF POOL ASSETS........   Breaches of Representations and Warranties.
                                 Upon sale to the depositor, the originator will
                                 represent and warrant, and upon sale to the
                                 trust, the depositor will represent and
                                 warrant, among other things, that:

                                 o    the information provided in the related
                                      schedule of receivables delivered in
                                      connection with such sale is true and
                                      correct in all material respects;

                                 o    at the time of origination of each
                                      receivable, the related obligor on each
                                      receivable is required to maintain all
                                      required insurance covering the related
                                      financed vehicle;

                                 o    as of the closing date, each of the
                                      related receivables is or will be secured
                                      by a first priority perfected security
                                      interest in favor of the originator in the
                                      related financed vehicle;

                                 o    as of the cutoff date, no receivable was
                                      more than 30 days contractually past due;

--------------------------------------------------------------------------------


                                      S-11



                                 o    to the best of its knowledge as of the
                                      closing date, the related receivables are
                                      free and clear of all security interests,
                                      liens, charges and encumbrances and no
                                      offsets, defenses or counterclaims have
                                      been asserted or threatened; and

                                 o    each related receivable, at the time it
                                      was originated, complied and on the date
                                      of sale complies in all material respects
                                      with applicable federal and state laws,
                                      including, consumer credit, truth-
                                      in-lending, equal credit opportunity and
                                      disclosure laws.

                                 The depositor is required to repurchase from
                                 the trust, and the seller is required to
                                 repurchase from the depositor, in turn, any
                                 receivable for which a representation or
                                 warranty has been breached.

                                 We refer you to "Description of the Transfer
                                 and Servicing Agreements--Sale and Assignment
                                 of the Receivables" in the prospectus.

                                 Breach of Servicer Covenants. The servicer will
                                 be required to purchase any receivable: that
                                 the servicer permitted to be modified in a
                                 manner that could be materially adverse to the
                                 trust; for which the servicer extended the term
                                 beyond the final maturity date for the latest
                                 maturing class of notes; with respect to which
                                 all or part of the trust's lien has been
                                 released; or in which the trust's rights have
                                 been impaired.

DESCRIPTION OF THE SECURITIES

NOTES ........................   The notes consist of the series 2007-2 class
                                 A-1 notes, class A-2 notes, class A-3 notes and
                                 class A-4 notes, as described on the cover
                                 page.

SECURITIES NOT OFFERED .......   The trust will also issue $39,111,385.96
                                 initial principal amount of certificates. The
                                 trust is not offering the certificates.

                                 The certificates will represent fractional
                                 undivided interests in the trust. Payments of
                                 interest on and principal of the certificates
                                 are subordinated to the payments of interest on
                                 and principal of the notes as described herein.

                                 The certificates are not being offered by this
                                 prospectus supplement and initially will be
                                 retained by the depositor. Any information in
                                 this prospectus supplement regarding the
                                 certificates is intended only to give you a
                                 better understanding of the notes.

TERMS OF THE NOTES ...........   In general, noteholders are entitled to receive
                                 payments of interest and principal from the
                                 trust only to the extent that collections from
                                 trust assets and funds resulting from credit
                                 enhancements are sufficient to make those
                                 payments. Interest and principal collections
                                 from trust assets will be divided among the
                                 various classes of securities in specified

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                                      S-12



                                 proportions. The trust will pay interest and
                                 principal to noteholders of record as of the
                                 preceding record date.

                                 INTEREST:

                                 The interest rate for each class of notes is
                                 set forth on the front cover of this prospectus
                                 supplement.

                                 The class A-1 notes will accrue interest on an
                                 actual/360 basis from (and including) the
                                 previous payment date to (but excluding) the
                                 related payment date, except that the first
                                 interest accrual period will be from (and
                                 including) the closing date to (but excluding)
                                 July 23, 2007. This means that the interest due
                                 on each payment date will be the product of:

                                 o    the outstanding principal balance of the
                                      class A-1 notes,

                                 o    the related interest rate, and

                                 o    the actual number of days since the
                                      previous payment date (or, in the case of
                                      the first payment date, since the closing
                                      date) divided by 360.

                                 The class A-2, class A-3 and class A-4 notes
                                 will accrue interest on a 30/360 basis from
                                 (and including) the 21st day of each calendar
                                 month to (but excluding) the 21st day of the
                                 succeeding calendar month except that the first
                                 interest accrual period will be from (and
                                 including) the closing date to (but excluding)
                                 July 21, 2007. This means that the interest due
                                 on each payment date will be the product of:

                                 o    the outstanding principal balance of the
                                      related class of notes,

                                 o    the applicable interest rate, and

                                 o    30 (or, in the case of the first payment
                                      date, 32) divided by 360.

                                 Each class of notes will be entitled to
                                 interest at the same level of priority with all
                                 other classes of notes. If noteholders of any
                                 class do not receive all interest owed to them
                                 on a payment date, the trust will make payments
                                 of interest on later payment dates to make up
                                 the shortfall together with interest on those
                                 amounts, to the extent funds from specified
                                 sources are available to cover the shortfall.

                                 PRINCIPAL:

                                 o    Amounts allocated to the notes: Principal
                                      on the notes will be payable generally in
                                      an amount equal to the noteholders'
                                      percentage of the sum of the following
                                      amounts referred to as the PRINCIPAL
                                      DISTRIBUTABLE AMOUNT:

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                                      S-13



                                 1.   principal collections on the receivables
                                      during the prior calendar month;

                                 2.   any prepayments (full or partial) on the
                                      receivables allocable to principal
                                      received during the prior calendar month;

                                 3.   the principal balance of each receivable
                                      which the depositor or the originator
                                      repurchased with respect to the prior
                                      calendar month; and

                                 4.   the principal balance of receivables that
                                      became defaulted receivables during the
                                      prior calendar month.

                                 The noteholders' percentage of the principal
                                 distributable amount, plus any unpaid amounts
                                 from prior payment dates, is referred to as the
                                 NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT.
                                 The certificateholders' percentage of the
                                 principal distributable amount, plus any unpaid
                                 amounts from prior payments dates, is referred
                                 to as the CERTIFICATEHOLDERS' PRINCIPAL
                                 DISTRIBUTABLE AMOUNT. The sum of the
                                 noteholders' principal distributable amount and
                                 the certificateholders' principal distributable
                                 amount shall equal the principal distributable
                                 amount.

                                 Principal payments on the notes as described
                                 above will be made from all available amounts
                                 after the servicing fee, non-recoverable
                                 advances and other trust fees, expenses and
                                 indemnities (which, with respect to trust fees,
                                 expenses and indemnities, shall not exceed
                                 $100,000 per annum as long as any of the notes
                                 are outstanding and no event of default has
                                 occurred) have been paid and after payment of
                                 interest on the notes.

                                 We refer you above to "Summary of Monthly
                                 Distributions of Available Amounts" for a
                                 schematic diagram of the distribution of
                                 available amounts.

                                 o    The noteholders' percentage of the
                                      principal distributable amount will equal
                                      100% until the principal amount of the
                                      class A-1 and class A-2 notes has been
                                      paid in full. After the principal amount
                                      of the class A-1 and class A-2 notes has
                                      been paid in full, the noteholders'
                                      percentage will equal the percentage
                                      equivalent of a fraction, the numerator of
                                      which is the sum of the initial aggregate
                                      principal amounts of the class A-3 and
                                      class A-4 notes and the denominator of
                                      which is the sum of the initial aggregate
                                      principal amounts of the class A-3 and
                                      class A-4 notes and the initial aggregate
                                      principal amount of the certificates;
                                      provided however, if the amount on deposit
                                      in the reserve fund is less than 0.125% of
                                      the initial pool balance, other than if
                                      the then outstanding principal amount of
                                      the notes and the then outstanding
                                      principal amount of the certificates is
                                      less

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                                      S-14



--------------------------------------------------------------------------------

                                 than the reserve fund balance, then the
                                 noteholders' percentage of the principal
                                 distributable amount will equal 100%. After the
                                 class A-1, class A-2, class A-3 and class A-4
                                 notes have been paid in full, the noteholders'
                                 percentage will be zero.

                                 o    Order of payment among classes: Generally,
                                      no principal payments will be made (1) on
                                      the class A-2 notes until the class A-1
                                      notes have been paid in full; (2) on the
                                      class A-3 notes until the class A-1 and
                                      the class A-2 notes have been paid in
                                      full; and (3) on the class A-4 notes until
                                      the class A-1 notes, the class A-2 notes
                                      and the class A-3 notes have been paid in
                                      full.

                                 o    Changes in payment priority upon
                                      acceleration of notes: Upon the
                                      acceleration of the notes following an
                                      event of default, the noteholders'
                                      percentage of the principal distributable
                                      amount will be 100% until the notes have
                                      been paid in full. Principal payments will
                                      be made first to the holders of the class
                                      A-1 notes until they have been paid in
                                      full. After the class A-1 notes have been
                                      paid in full, principal payments will be
                                      made to the class A-2 notes, the class A-3
                                      notes and the class A-4 notes on a pro
                                      rata basis based on the outstanding
                                      principal balance of those classes of
                                      notes. After all classes of notes have
                                      been paid in full, principal payments will
                                      be made on the certificates until the
                                      certificates have been paid in full. In
                                      general, events of default are limited to
                                      events occurring in connection with:

                                      o    a default for five days or more in
                                           the payment of any interest on any of
                                           the notes when the same becomes due
                                           and payable;

                                      o    a default in the payment of the
                                           principal of or any installment of
                                           the principal of any of the notes
                                           when the same becomes due and payable
                                           on the maturity date thereof;

                                      o    a default in the observance or
                                           performance of any covenant or
                                           agreement made in the related
                                           Indenture and the continuation of the
                                           default beyond the 30 day grace
                                           period;

                                      o    any representation or warranty is
                                           incorrect in a material respect as of
                                           the time made, and the breach not
                                           having been cured within the 30 day
                                           grace period; or

                                      o    events of bankruptcy, insolvency,
                                           receivership or liquidation of the
                                           trust.

                                 We refer you to "The Notes--The
                                 Indenture--Events of Default; Rights Upon Event
                                 of Default" in the accompanying prospectus for
                                 a more detailed discussion of events of
                                 default.

--------------------------------------------------------------------------------


                                      S-15



--------------------------------------------------------------------------------

                                 In addition, upon an event of default, the
                                 holders of a majority of the aggregate
                                 outstanding amount of the notes may accelerate
                                 the notes to become immediately due and
                                 payable. Also, upon an event of default, the
                                 indenture trustee may liquidate or sell the
                                 assets of the trust provided that:

                                      o    the proceeds of the sale or
                                           liquidation of the trust assets would
                                           be sufficient to repay all
                                           noteholders and certificateholders in
                                           full; or

                                      o    100% of the noteholders consent to
                                           such sale or liquidation; or

                                      o    the indenture trustee has determined
                                           that the assets of the trust will be
                                           insufficient to continue to make all
                                           required payments of principal and
                                           interest on the notes and
                                           certificates when due and payable,
                                           and at least 100% of the aggregate
                                           outstanding amount of notes consent
                                           to such sale or liquidation.

                                 Final scheduled payment dates: The trust must
                                 pay the outstanding principal balance of each
                                 class of notes by its final scheduled payment
                                 date as specified on the cover page of this
                                 prospectus supplement. We expect, but cannot
                                 assure you, that each class of notes will be
                                 paid in full on a payment date that will occur
                                 approximately on the expected final payment
                                 date shown on the cover page of this prospectus
                                 supplement.

                                 We refer you to "The Notes--Payments of
                                 Principal" in this prospectus supplement for
                                 more detailed information regarding payments of
                                 principal on the notes.

MINIMUM DENOMINATIONS,
 REGISTRATION, CLEARANCE
 AND SETTLEMENT...............   The notes of each class shall be issued in U.S.
                                 Dollars in minimum denominations of $1,000 and
                                 integral multiples of $1,000 in excess thereof.
                                 The notes will be issued in book-entry form and
                                 will be registered in the name of Cede & Co.,
                                 as the nominee of The Depository Trust Company,
                                 the clearing agency.

OPTIONAL PURCHASE.............   The servicer may cause the trust to redeem any
                                 outstanding securities by means of a purchase
                                 of all remaining receivables when the
                                 outstanding aggregate principal balance of the
                                 receivables declines to 10% or less of the
                                 initial aggregate principal balance of the
                                 receivables as of the cutoff date.

                                 We refer you to "Description of the Transfer
                                 and Servicing Agreements--Optional Purchase" in
                                 this prospectus supplement for more detailed
                                 information.

CREDIT ENHANCEMENT............   Credit enhancement is intended to protect you
                                 against losses and delays in payments on your
                                 securities by absorbing

--------------------------------------------------------------------------------


                                      S-16



--------------------------------------------------------------------------------

                                 losses on the receivables and other shortfalls
                                 in cash flows. The available credit enhancement
                                 is limited. The amount of principal required to
                                 be paid to noteholders under the indenture will
                                 generally be limited to amounts available to be
                                 deposited in the collection account, including
                                 available credit enhancement. However, the
                                 failure to pay any principal on any class of
                                 notes generally will not result in the
                                 occurrence of an event of default until the
                                 final scheduled payment date for that class of
                                 notes. The credit enhancement for the notes
                                 will include excess interest on the
                                 receivables, the subordination of the
                                 certificates, the reserve fund, and the yield
                                 supplement account.

                                 CERTIFICATES:

                                 The certificates have an initial principal
                                 balance of $39,111,385.96 and represent
                                 approximately 3.25% of the initial principal
                                 balance of all the notes and the certificates.

                                 The certificates will be subordinated in
                                 priority of payment to all classes of notes.
                                 The certificates will not receive any interest
                                 or principal distributions on any payment date
                                 until all of the principal and interest owing
                                 on the notes on that payment date have been
                                 paid in full.

                                 RESERVE FUND:

                                 On each payment date, the trust will use funds
                                 in the reserve fund to cover shortfalls in
                                 payments of interest and principal required to
                                 be paid on the notes and the certificates.

                                 On the closing date, the depositor will cause
                                 to be deposited $3,008,928.46 into the reserve
                                 fund, which is 0.25% of the initial aggregate
                                 principal balance of the receivables as of the
                                 cutoff date. On each payment date, after making
                                 required payments to the servicer and to the
                                 holders of the notes, the trust will make a
                                 deposit into the reserve fund to the extent
                                 necessary to maintain the amount on deposit in
                                 the reserve fund at a specified balance;
                                 provided that if the performance of the pool of
                                 receivables has triggered certain charge-off
                                 rates or delinquency tests, the specified
                                 percentage of the pool balance required to be
                                 on deposit in the reserve fund will be
                                 increased.

                                 For more detailed information about the reserve
                                 fund and these performance triggers, we refer
                                 you to "Credit Enhancement--Reserve Fund" and
                                 the definition of "Specified Reserve Fund
                                 Balance" contained in the Glossary to this
                                 prospectus supplement.

                                 YIELD SUPPLEMENT ACCOUNT:

                                 On the closing date, the depositor will cause
                                 to be deposited $27,708,424.57 into the yield
                                 supplement account. Neither the depositor nor
                                 the servicer will make any additional

--------------------------------------------------------------------------------


                                      S-17



--------------------------------------------------------------------------------

                                 deposits to the yield supplement account after
                                 the closing date.

                                 On or before each payment date, the indenture
                                 trustee will withdraw from funds on deposit in
                                 the yield supplement account and deposit in the
                                 collection account the aggregate amount by
                                 which (1) one month's interest on the principal
                                 balance of each discount receivable (other than
                                 a discount receivable that is a defaulted
                                 receivable) at a rate equal to 6.60% exceeds
                                 (2) one month's interest on the principal
                                 balance of each such discount receivable at the
                                 annual percentage rate of that receivable. In
                                 addition, the indenture trustee will withdraw
                                 from the yield supplement account and deposit
                                 in the collection account amounts on deposit in
                                 the yield supplement account in excess of the
                                 amount required to be on deposit therein.
                                 Discount receivables are those receivables that
                                 have interest rates which are less than 6.60%.

                                 For detailed information about the yield
                                 supplement account, we refer you to "Credit
                                 Enhancement--Yield Supplement Account" in this
                                 prospectus supplement.

                                 EXCESS INTEREST:

                                 The depositor is entitled to receive payments
                                 of interest collected on the receivables which
                                 are not used by the trust to make other
                                 required payments. Any excess interest released
                                 from the Collection Account to the depositor
                                 will no longer be available to securityholders
                                 on any later payment date. The depositor's
                                 right to receive this excess interest is
                                 subordinated to the payment of servicing and
                                 other trust fees, expenses and indemnities
                                 (which, with respect to trust fees, expenses
                                 and indemnities, shall not exceed $100,000 per
                                 annum as long as any of the notes are
                                 outstanding and no event of default has
                                 occurred), the payment of nonrecoverable
                                 advances, the payment of interest and principal
                                 on the notes, the payment of principal and
                                 interest, if any, on the certificates and the
                                 funding of the reserve fund. To the extent
                                 there are losses on the receivables, excess
                                 interest (to the extent available) will be used
                                 to offset these losses on the related payment
                                 date prior to any amounts being withdrawn from
                                 the reserve fund.

SERVICER COMPENSATION ........   As compensation for its roles as servicer and
                                 administrator, American Honda Finance
                                 Corporation will be entitled to a monthly
                                 servicing fee payable on each payment date,
                                 equal to the product of the aggregate principal
                                 balance of the receivables as of the first day
                                 of the related collection period multiplied by
                                 a servicing fee rate equal to 1.00% per annum.
                                 In addition, as additional servicing
                                 compensation, the servicer will be entitled to
                                 retain all investment earnings on amounts on
                                 deposit in the trust accounts, and other fees,
                                 expenses and charges received from obligors on
                                 the

--------------------------------------------------------------------------------


                                      S-18



--------------------------------------------------------------------------------

                                 receivables. The servicing fee will be payable
                                 on each payment date prior to any other
                                 distributions.

                                 For more detailed information about additional
                                 servicing compensation, we refer you to
                                 "Description of the Transfer and Servicing
                                 Agreements--Servicing Compensation" in this
                                 prospectus supplement.

ADVANCES .....................   The servicer will be obligated to advance
                                 amounts to the trust for shortfalls in
                                 scheduled payments of interest on the
                                 receivables received from obligors, in an
                                 amount equal to (1) the product of the
                                 principal balance of each receivable as of the
                                 first day of the related collection period and
                                 one-twelfth of its APR, minus (2) the amount of
                                 interest (and principal in the case of a
                                 precomputed receivable) actually received from
                                 the obligor, if less. To the extent the
                                 servicer determines that any such advance has
                                 become non-recoverable, it will be paid to the
                                 servicer on the related payment date at the
                                 same level of payment priority as the
                                 applicable servicing fee due on such payment
                                 date and prior to all other distributions to be
                                 made on such payment date.

TRUSTEE FEES AND EXPENSES ....   Each trustee will be entitled to a fee (and
                                 will be entitled to be reimbursed for all
                                 costs, expenses and indemnities incurred
                                 (including its counsel's fees and expenses)) in
                                 connection with the performance of its
                                 respective duties.

                                 o    The indenture trustee will be entitled to
                                      an annual fee equal to $5,000.

                                 o    The owner trustee will be entitled to an
                                      annual fee equal to $4,000.

                                 Such trustee fees (and associated costs,
                                 expenses and indemnities) will be paid directly
                                 by the administrator. To the extent not paid by
                                 the administrator, such trustee fees, expenses
                                 and indemnities are payable by the trust on
                                 each payment date after the servicing fees are
                                 paid on that date and prior to any
                                 distributions to noteholders; provided that,
                                 such trustee fees, expenses and indemnities so
                                 paid shall not exceed an aggregate amount per
                                 annum equal to $100,000 while notes remain
                                 outstanding, so long as an event of default has
                                 not occurred. Any additional amounts owed to
                                 the trustees will be payable only after all
                                 amounts owed to noteholders have been
                                 distributed on the related payment date.

TAX STATUS ...................   Subject to important considerations described
                                 in this prospectus supplement and the
                                 accompanying prospectus, McKee Nelson LLP, tax
                                 counsel to the trust, will deliver its opinion
                                 that:

                                 o    the notes will be characterized as debt
                                      for federal income tax purposes; and

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                                      S-19



--------------------------------------------------------------------------------

                                 o    the trust will not be characterized as an
                                      association (or a publicly traded
                                      partnership) taxable as a corporation for
                                      federal income tax and California state
                                      franchise and income tax purposes.

                                 If you purchase the notes, you will agree to
                                 treat the notes as debt. The depositor and any
                                 subsequent purchaser of the certificates will
                                 agree to treat the trust (1) as a partnership
                                 in which the owners of the certificates are
                                 partners or (2) if there is only one beneficial
                                 owner of the certificates, as a "disregarded
                                 entity," for federal income and applicable
                                 state income and franchise tax purposes.

                                 We refer you to "Material Income Tax
                                 Consequences" in this prospectus supplement and
                                 "Material Income Tax Consequences--Tax
                                 Treatment of Owner Trusts" in the accompanying
                                 prospectus.

ERISA CONSIDERATIONS .........   The notes may be purchased by employee benefit
                                 plans and individual retirement accounts,
                                 subject to those considerations discussed under
                                 "ERISA Considerations" in this prospectus
                                 supplement and in the accompanying prospectus.

                                 We refer you to "ERISA Considerations" in this
                                 prospectus supplement and in the accompanying
                                 prospectus. If you are a benefit plan fiduciary
                                 considering the purchase of the notes you
                                 should, among other things, consult with your
                                 counsel in determining whether all required
                                 conditions have been satisfied.

ELIGIBILITY FOR PURCHASE BY
MONEY MARKET FUNDS ...........   The class A-1 notes will be eligible for
                                 purchase by money market funds under Rule 2a-7
                                 under the Investment Company Act of 1940, as
                                 amended. A money market fund should consult its
                                 legal advisers regarding the eligibility of
                                 such notes under Rule 2a-7 and whether an
                                 investment in such notes satisfies such fund's
                                 investment policies and objectives.

RATINGS ......................   It is a condition to the issuance of the
                                 securities that the securities will receive the
                                 following ratings from Moody's Investors
                                 Service, Inc. ("Moodys") and Fitch Ratings
                                 ("Fitch").

                                 CLASS   MOODY'S   FITCH
                                 -----   -------   -----
                                  A-1      P-1      F1+
                                  A-2      Aaa      AAA
                                  A-3      Aaa      AAA
                                  A-4      Aaa      AAA

                                 None of the sponsor, depositor, servicer,
                                 administrator, indenture trustee, owner trustee
                                 or any of their affiliates will be required to
                                 monitor any changes to the ratings on these
                                 securities.

--------------------------------------------------------------------------------


                                      S-20



                                  RISK FACTORS

     You should consider the following risk factors (and the factors set forth
under "Risk Factors" in the accompanying prospectus) in deciding whether to
purchase the securities of any class.

BECAUSE THE TRUST HAS LIMITED    The assets of the trust are the only source of
ASSETS, THERE IS ONLY LIMITED    funds for payments on the securities. The
PROTECTION AGAINST POTENTIAL     securities are not obligations of, and will not
LOSSES.                          be insured or guaranteed by, any governmental
                                 agency or the depositor, the sponsor, the
                                 originator, the servicer, any trustee or any of
                                 their affiliates. You must rely solely on
                                 payments on the receivables and amounts on
                                 deposit in the reserve fund and the yield
                                 supplement account for payments on the notes.
                                 Although funds in the reserve fund will be
                                 available to cover shortfalls in payments of
                                 interest and principal on each payment date,
                                 the amounts deposited in the reserve fund and
                                 the yield supplement account will be limited.
                                 No additional deposits will be made into the
                                 yield supplement account after the deposit on
                                 the closing date and the amount on deposit in
                                 the yield supplement account will decrease over
                                 time as required withdrawals are made on each
                                 payment date. If the entire reserve fund
                                 account has been used, the trust will depend
                                 solely on current collections on the
                                 receivables to make payments on the notes and
                                 certificates. Any excess amounts released from
                                 the reserve fund to the depositor will no
                                 longer be available to securityholders on any
                                 later payment date. We refer you to "Credit
                                 Enhancement--Reserve Fund" in this prospectus
                                 supplement.

PAYMENT PRIORITIES INCREASE      Classes of notes that receive principal
RISK OF LOSS OR DELAY IN         payments before other classes will be repaid
PAYMENT TO CERTAIN NOTES.        more rapidly than the other classes. In
                                 addition, because principal of each class of
                                 notes will be paid sequentially, classes of
                                 notes that have higher sequential numerical
                                 class designations will be outstanding longer
                                 and therefore will be exposed to the risk of
                                 losses on the receivables during periods after
                                 other classes have been receiving most or all
                                 amounts payable on their notes, and after which
                                 a disproportionate amount of credit enhancement
                                 may have been applied and not replenished.

                                 As a result, the yields of the class A-2, class
                                 A-3 and class A-4 notes will be relatively more
                                 sensitive to losses on the receivables and the
                                 timing of such losses. If the actual rate and
                                 amount of losses exceed your expectations, and
                                 if amounts in the reserve fund are insufficient
                                 to cover the resulting shortfalls, the yield to
                                 maturity on your notes may be lower than
                                 anticipated, and you could suffer a loss.

                                 Classes of notes that receive payments earlier
                                 than expected are exposed to greater
                                 reinvestment risk and classes of notes that
                                 receive principal later than expected are
                                 exposed to greater risk of loss. In either
                                 case, the yields on your notes could be
                                 materially and adversely affected.


                                      S-21



                                 Upon the occurrence of an event of default and
                                 acceleration of the notes, principal payments
                                 will be made first on the class A-1 notes until
                                 the class A-1 notes have been paid in full, and
                                 thereafter on the class A-2 notes, class A-3
                                 notes and class A-4 notes pro rata based on the
                                 amount outstanding under each such class.
                                 Consequently, even after an event of default
                                 and acceleration of all the notes, the class
                                 A-2 noteholders, class A-3 noteholders and
                                 class A-4 noteholders will not receive payments
                                 on principal until the class A-1 notes have
                                 been paid in full.

THE GEOGRAPHIC CONCENTRATION     Economic conditions in the states where
OF THE OBLIGORS AND              obligors reside may affect delinquencies,
PERFORMANCE OF THE RECEIVABLES   losses and prepayments on the receivables. The
MAY INCREASE THE RISK OF LOSS    following economic conditions may affect
ON YOUR INVESTMENT.              payments on the receivables:

                                 o    unemployment,

                                 o    interest rates, or

                                 o    consumer perceptions of the economy.

                                 If a large number of obligors are located in a
                                 particular state, the occurrence of these
                                 conditions in that state could increase the
                                 delinquency, credit loss or repossession
                                 experience of the receivables. If there is a
                                 concentration of obligors and receivables in
                                 particular states, any adverse economic
                                 conditions in those states may affect the
                                 performance of the securities more than if this
                                 concentration did not exist.

                                 As of the cutoff date, American Honda Finance
                                 Corporation's records indicate that the billing
                                 addresses of the originating dealers of the
                                 receivables were concentrated in the following
                                 states:

                                                           PERCENTAGE OF INITIAL
                                 STATE                          POOL BALANCE
                                 -----------------------   ---------------------
                                 California.............           16.73%
                                 Texas..................            8.38%
                                 Florida................            6.39%
                                 Illinois...............            5.64%
                                 New Jersey.............            5.38%
                                 Pennsylvania...........            5.00%

                                 No other state, by billing address, constituted
                                 more than 4.72% of the aggregate principal
                                 balance of the receivables as of the cutoff
                                 date.

                                 For a discussion of the breakdown of the
                                 receivables by state, we refer you to "The
                                 Receivables" in this prospectus supplement.

CERTAIN OBLIGORS' ABILITY TO     Extreme weather conditions, such as the recent
MAKE TIMELY PAYMENTS ON THE      severe hurricanes and tornados in Florida and
RECEIVABLES MAY BE ADVERSELY     the southeastern United States, and flooding
AFFECTED BY EXTREME WEATHER      that occurred in the State of Texas and in the
CONDITIONS.                      eastern United States, could cause substantial
                                 business


                                      S-22



                                 disruptions, economic losses, unemployment and
                                 an economic downturn. As a result, the related
                                 obligors' ability to make timely payments could
                                 be adversely affected. The trust's ability to
                                 make payments on the notes could be adversely
                                 affected if the related obligors were unable to
                                 make timely payments.

THE POTENTIAL ENERGY CRISIS      Since 2001, California has experienced
AND/OR RECORD HIGH OIL PRICES    intermittent energy shortages that have
MAY ADVERSELY AFFECT THE         resulted in unpredictable rolling blackouts and
TRUST'S ABILITY TO MAKE          higher energy costs. This potential crisis
PAYMENTS ON THE NOTES.           could someday spread to other states and affect
                                 the entire nation. In addition, recently the
                                 cost of crude oil reached record highs. These
                                 higher energy and fuel costs could reduce the
                                 amount of money that the affected obligors have
                                 available to make monthly payments. Higher
                                 energy costs and blackouts could also cause
                                 business disruptions, which could cause
                                 unemployment and an economic downturn. Such
                                 obligors could potentially become delinquent in
                                 making monthly payments or default if they were
                                 unable to make payments due to increased energy
                                 or fuel bills or unemployment. The trust's
                                 ability to make payments on the notes could be
                                 adversely affected if the related obligors were
                                 unable to make timely payments.

THE RETURN ON YOUR NOTES COULD   The Servicemembers Civil Relief Act, as
BE REDUCED BY SHORTFALLS DUE     amended, or the Relief Act, provides relief to
TO THE SERVICEMEMBERS CIVIL      obligors who enter active military service and
RELIEF ACT.                      to obligors in reserve status who are called to
                                 active duty after the origination of their
                                 receivables. Recent world events have resulted
                                 in certain military operations by the United
                                 States, and the United States continues to be
                                 on alert for potential terrorist attacks. These
                                 military operations may increase the number of
                                 obligors who are in active military service,
                                 including persons in reserve status who have
                                 been called or will be called to active duty.
                                 The Relief Act provides, generally, that an
                                 obligor who is covered by the Relief Act may
                                 not be charged interest on the related
                                 receivable in excess of 6% per annum during the
                                 period of the obligor's active duty. These
                                 shortfalls are not required to be paid by the
                                 obligor at any future time. The servicer is not
                                 required to advance these shortfalls as
                                 delinquent payments, and such shortfalls are
                                 not covered by any form of credit enhancement
                                 on the notes. In the event that there are not
                                 sufficient available funds to off-set interest
                                 shortfalls on the receivables due to the
                                 application of the Relief Act or similar
                                 legislation or regulations, a noteholders'
                                 interest carryover shortfall will result. Such
                                 noteholders' interest carryover shortfalls will
                                 be paid in subsequent periods, to the extent of
                                 available funds, before payments of principal
                                 are made on the notes and might result in
                                 extending the anticipated maturity of your
                                 class of notes or possibly result in a loss in
                                 the absence of sufficient credit enhancement.


                                      S-23



                                 The Relief Act also limits the ability of the
                                 servicer to repossess the financed vehicle
                                 securing a receivable during the related
                                 obligor's period of active duty and, in some
                                 cases, may require the servicer to extend the
                                 maturity of the receivable, lower the monthly
                                 payments and readjust the payment schedule for
                                 a period of time after the completion of the
                                 obligor's military service. As a result, there
                                 may be delays in payment and increased losses
                                 on the receivables. Those delays and increased
                                 losses will be borne primarily by the
                                 certificates, but if such losses are greater
                                 than anticipated, you may suffer a loss.

                                 We do not know how many receivables have been
                                 or may be affected by the application of the
                                 Relief Act.

PREPAYMENTS ON RECEIVABLES MAY   You may receive payment of principal on your
CAUSE PREPAYMENTS ON THE         notes earlier than you expected. If that
NOTES, RESULTING IN              happens, you may not be able to reinvest the
REINVESTMENT RISK TO YOU.        principal you receive at a rate as high as the
                                 rate on your notes.

                                 Prepayments on the receivables will shorten the
                                 life of the notes to an extent that cannot be
                                 predicted.

                                 Prepayments may occur for a number of reasons.
                                 Some prepayments may be caused and may be
                                 influenced by a variety of economic, social and
                                 other factors because obligors may:

                                 o    make early payments, since receivables
                                      will generally be prepayable at any time
                                      without penalty;

                                 o    default, resulting in the repossession and
                                      sale of the financed vehicle;

                                 o    damage the vehicle or become unable to pay
                                      due to death or disability, resulting in
                                      payments to the trust under any existing
                                      physical damage, credit life or other
                                      insurance; or

                                 o    sell their vehicles or be delinquent or
                                      default on their receivables as a result
                                      of a manufacturer recall.

                                 Some prepayments may be caused by the depositor
                                 or the servicer. For example, the depositor
                                 will make representations and warranties
                                 regarding the receivables, and the servicer
                                 will agree to take or refrain from taking
                                 certain actions with respect to the
                                 receivables. If the depositor or the servicer
                                 breaches a representation or warranty and the
                                 breach is material and cannot be remedied, it
                                 will be required to purchase the affected
                                 receivables from the trust. This will result,
                                 in effect, in the prepayment of the purchased
                                 receivables. In addition, the servicer has the
                                 option to purchase the receivables from the
                                 trust when the total outstanding principal
                                 balance of the receivables is 10% or less of
                                 the total outstanding principal balance of the
                                 receivables as of the cutoff date.


                                      S-24



                                 The rate of prepayments on the receivables may
                                 be influenced by a variety of economic, social
                                 and other factors. The depositor cannot predict
                                 the actual prepayment rates for the
                                 receivables. The depositor, however, believes
                                 that the actual rate of prepayments will result
                                 in the weighted average life of the receivables
                                 being shorter than the period from the closing
                                 date to the final scheduled maturity date for
                                 the related class of notes. If this is the
                                 case, the weighted average life of each class
                                 of notes will be correspondingly shorter.

WITHDRAWAL OR DOWNGRADING OF     A security rating is not a recommendation to
THE INITIAL RATINGS OF THE       buy, sell or hold securities. Similar ratings
NOTES WILL AFFECT THE PRICES     on different types of securities do not
FOR THE NOTES UPON RESALE.       necessarily mean the same thing. A rating
                                 agency may change its rating of the notes after
                                 the notes are issued if that rating agency
                                 believes that circumstances have changed. Any
                                 subsequent change in a rating will likely
                                 affect the price that a subsequent purchaser
                                 would be willing to pay for the notes and your
                                 ability to resell your notes.

THE NOTES ARE NOT SUITABLE       The notes are not a suitable investment for any
INVESTMENTS FOR ALL INVESTORS.   investor that requires a regular or predictable
                                 schedule of payments or payment on specific
                                 dates. The notes are complex investments that
                                 should be considered only by sophisticated
                                 investors. We suggest that only investors who,
                                 either alone or with their financial, tax and
                                 legal advisors, have the expertise to analyze
                                 the prepayment, reinvestment and default risks,
                                 the tax consequences of an investment and the
                                 interaction of these factors should consider
                                 investing in the notes.


                                      S-25



                                  DEFINED TERMS

     In later sections, we use a few terms that we define either immediately
surrounding the first use of such term or within the text or in the glossary at
the end of this prospectus supplement. These terms appear in BOLD FACE on their
first use.

                               THE ISSUING ENTITY

GENERAL

     The issuing entity is Honda Auto Receivables 2007-2 Owner Trust (which we
refer to as the TRUST) which is a Delaware statutory trust that was formed
pursuant to the trust agreement among American Honda Receivables Corp. (which we
refer to as the DEPOSITOR), The Bank of New York (which we refer to as the OWNER
TRUSTEE) and The Bank of New York (Delaware), as Delaware trustee (which we
refer to in such capacity as the DELAWARE TRUSTEE). After its formation, the
trust will not engage in any activity other than:

     o    acquiring, holding and managing the pool of retail installment sale
          contracts regarding the Financed Vehicles, between the respective
          Dealer and the related Obligor (which we refer to in this prospectus
          supplement as the "Receivables ") and the other assets of the trust
          and proceeds from those assets;

     o    issuing the notes and the certificates;

     o    making payments on the notes and the certificates; and

     o    engaging in other activities that are necessary, suitable or
          convenient to accomplish the foregoing or are incidental to or
          connected with those activities.

     Any amendment to the trust agreement to amend, supplement or modify these
permitted activities, or otherwise make any modification that would materially
and adversely affect the noteholders, would require the consent of the holders
of not less than a majority of the aggregate outstanding principal balance of
the notes.

     The trust may not issue securities other than the notes and certificates.
Except for the notes, the trust is also prohibited pursuant to the indenture
from borrowing money or making loans to any other person.

     On the date of issuance of the notes, which will occur on or about June 19,
2007 (which we refer to in this prospectus supplement as the "CLOSING DATE"),
the trust will be capitalized with an amount equal to the certificate balance as
of the Closing Date, equal to $39,111,385.96 (which we refer to in this
prospectus supplement as the "INITIAL CERTIFICATE BALANCE"), excluding amounts
deposited in the reserve fund. The certificates will initially be retained by
the depositor. The equity of the trust, together with the net proceeds from the
sale of the notes, will be used by the trust to purchase the Receivables from
the depositor pursuant to the sale and servicing agreement among the trust, the
servicer and the depositor and to fund the reserve fund and the yield supplement
account.

     The sponsor of the transaction, American Honda Finance Corporation (which
we sometimes refer to in this capacity as AHFC or the SPONSOR) will be appointed
to act as the servicer of the Receivables (and which we sometimes refer to in
such capacity as the SERVICER). The servicer will service the Receivables
pursuant to the sale and servicing agreement and will be compensated for those
services as described under "Description of the Transfer and Servicing
Agreements--Servicing Compensation" in this prospectus supplement and
"Description of the Transfer and Servicing Agreements--Servicing Compensation"
in the accompanying prospectus. AHFC, in its capacity as administrator (and
which we sometimes refer to in such capacity as the ADMINISTRATOR) will
undertake to perform administrative obligations of the trust on behalf of the
trustees as described under "Description of the Transfer and Servicing
Agreements--Administration Agreement" in the prospectus.


                                      S-26



     Pursuant to agreements between AHFC and each Honda and Acura dealer who
originated the Receivables (each, a "DEALER"), each Dealer will repurchase from
AHFC those contracts that do not meet specified representations and warranties
made by the Dealer. These Dealer repurchase obligations are referred to in this
prospectus supplement as "DEALER RECOURSE". Those representations and warranties
relate primarily to the origination of the contracts and the perfection of the
security interests in the related financed vehicles, and do not relate to the
creditworthiness of the related retail purchaser of a Financed Vehicle who
entered into a retail installment sale contract with a Dealer (each, an
"OBLIGOR") or the collectability of those contracts. Although the DEALER
AGREEMENTS with respect to the Receivables will not be assigned to the trust,
the sale and servicing agreement will require that any recovery by AHFC in
respect of any Receivable pursuant to any Dealer Recourse be deposited in the
collection account to satisfy AHFC's repurchase obligations under the sale and
servicing agreement. The sales by the Dealers of retail installment sale
contracts to AHFC do not generally provide for recourse against the Dealers for
unpaid amounts in the event of a default by an Obligor, other than in connection
with the breach of the foregoing representations and warranties. As of May 30,
2007, there were approximately 1,287 Dealers located throughout the United
States.

     Each certificate represents a fractional undivided ownership interest in
the trust. The trust property includes the Receivables and monies due or
received under the Receivables on or after the date on which the trust will be
entitled to all amounts received with respect to the Receivables, which is June
1, 2007 (which we refer to in this prospectus supplement as the "CUTOFF DATE").
In addition, the trust will own the reserve fund which will be maintained by the
indenture trustee for the benefit of the noteholders and certificateholders and
the yield supplement account which will be maintained for the benefit of the
noteholders and the certificateholders. The trust will own no other property
other than the Receivables and amounts on deposit in the various accounts. The
trust's fiscal year end will occur on the 31st day of March each year.

     The trust will be formed in the State of Delaware and administered in care
of The Bank of New York (Delaware), as Delaware trustee, at the address set
forth below under "The Owner Trustee, the Delaware Trustee and the Indenture
Trustee."

CAPITALIZATION OF THE ISSUING ENTITY

     The following table illustrates the capitalization of the trust as of the
Closing Date, as if the issuance and sale of the notes and issuance of the
certificates had taken place on that date:

Class A-1 Notes.............................................   $  262,000,000.00
Class A-2 Notes.............................................   $  322,000,000.00
Class A-3 Notes.............................................   $  360,000,000.00
Class A-4 Notes.............................................   $  220,460,000.00
Certificates................................................   $   39,111,385.96
                                                               -----------------
   Total....................................................   $1,203,571,385.96
                                                               =================

                                  THE DEPOSITOR

     American Honda Receivables Corp. is a wholly owned, limited purpose finance
subsidiary of AHFC and was incorporated in the State of California in August
1992. The depositor's principal executive offices are located at 20800 Madrona
Avenue, Torrance, California 90503 and its telephone number is (310) 972-2511.
Additional information regarding the depositor may be found in the prospectus
under "The Depositor."


                                      S-27



               THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER

     American Honda Finance Corporation was incorporated in the State of
California in February 1980. AHFC's principal executive offices are located at
20800 Madrona Avenue, Torrance, California 90503 and its telephone number is
(310) 972-2288. Since it began sponsoring securitization trusts in 1992, AHFC,
in its capacities as sponsor and originator, has sponsored 32 securitization
trusts backed by retail installment sale contracts which have issued more than
$42 billion dollars of securities to date, none of which have defaulted,
experienced any trigger events or failed to pay principal in full at maturity.

     In addition to securitizing retail installment sale contracts similar to
the Receivables, since 1992 AHFC has sponsored other securitization entities
backed by pools of automobile leases which have issued more than $3.4 billion
dollars of securities to date, none of which have defaulted, experienced any
trigger events or failed to pay principal in full at maturity. The sponsor is
responsible for originating, pooling and servicing the pool assets and
structuring the securitization transaction. In its roles as administrator and
servicer, AHFC plays a primary role in the management of the trust and each pool
of Receivables. In addition, as servicer, AHFC will be authorized to exercise
certain discretionary activity with regard to the administration of the
Receivables, as described under "The Sponsor, Originator, Administrator and
Servicer--Servicing Experience" in the prospectus.

     The following table sets forth a description of the trusts backed by retail
installment sale contracts similar to the Receivables that were sponsored by
AHFC during the fiscal years 2002, 2003, 2004, 2005 and 2006 and partial year
2007.



                                                                      ORIGINAL                              OUTSTANDING
                                                                      PRINCIPAL            FINAL          PRINCIPAL AMOUNT
                NAME OF ISSUE                     DATE ISSUED          AMOUNT          MATURITY DATE       APRIL 30, 2007
--------------------------------------------   -----------------   --------------   ------------------   -----------------

Honda Auto Receivables 2002-1 Owner Trust...   January 29, 2002    $2,082,211,928     April 16, 2007     $              --
Honda Auto Receivables 2002-2 Owner Trust...     May 22, 2002      $1,850,000,000   September 17, 2007   $              --
Honda Auto Receivables 2002-3 Owner Trust...     July 24, 2002     $1,030,000,001    December 18, 2007   $              --
Honda Auto Receivables 2002-4 Owner Trust...   November 20, 2002   $1,058,487,954     March 17, 2008     $              --
Honda Auto Receivables 2003-1 Owner Trust...   February 25, 2003   $1,577,277,658      July 18, 2008     $              --
Honda Auto Receivables 2003-2 Owner Trust...     May 21, 2003      $1,585,414,912    October 21, 2008    $              --
Honda Auto Receivables 2003-3 Owner Trust...    August 19, 2003    $1,869,360,595    November 21, 2008   $              --
Honda Auto Receivables 2003-4 Owner Trust...   October 30, 2003    $1,850,899,759     March 16, 2009     $  196,096,047.40
Honda Auto Receivables 2003-5 Owner Trust...   December 16, 2003   $1,043,550,895     April 20, 2009     $  132,485,413.31
Honda Auto Receivables 2004-1 Owner Trust...    April 20, 2004     $1,582,514,648    October 21, 2009    $  256,070,916.11
Honda Auto Receivables 2004-2 Owner Trust...     June 22, 2004     $1,872,756,537    October 15, 2009    $  349,089,938.75
Honda Auto Receivables 2004-3 Owner Trust...   October 26, 2004    $1,562,279,257    February 18, 2010   $  389,647,809.20
Honda Auto Receivables 2005-1 Owner Trust...   January 19, 2005    $1,352,890,313      May 21, 2010      $  426,758,899.34
Honda Auto Receivables 2005-2 Owner Trust...    April 26, 2005     $1,033,687,396    October 15, 2010    $  365,478,709.70
Honda Auto Receivables 2005-3 Owner Trust...     June 14, 2005     $1,370,797,951    December 20, 2010   $  502,504,943.65
Honda Auto Receivables 2005-4 Owner Trust...    August 16, 2005    $1,547,814,478    November 22, 2010   $  673,027,630.54
Honda Auto Receivables 2005-5 Owner Trust...   October 25, 2005    $1,549,394,619    February 15, 2011   $  756,592,053.53
Honda Auto Receivables 2005-6 Owner Trust...   December 12, 2005   $1,060,547,033     March 18, 2011     $  577,165,098.18
Honda Auto Receivables 2006-1 Owner Trust...    March 28, 2006     $1,303,489,996      July 18, 2011     $  797,224,822.06
Honda Auto Receivables 2006-2 Owner Trust...    August 22, 2006    $1,269,996,911    January 23, 2012    $  944,294,751.30
Honda Auto Receivables 2006-3 Owner Trust...   October 25, 2006    $1,549,984,458     April 16, 2012     $1,239,085,073.28
Honda Auto Receivables 2007-1 Owner Trust...   February 27, 2007   $1,251,850,507      July 18, 2013     $1,137,619,679.25


     AHFC, in its capacity as servicer, began servicing operations in 1992. In
addition to servicing retail installment sale contracts similar to the
Receivables, AHFC also services automobile leases.

     Historically, the servicer has only made advances on simple interest
receivables. Such advances do not represent a material amount.


                                      S-28



     The following table shows AHFC's servicing experience for its entire
portfolio of retail installment sale contracts on automobiles, including
contracts sold in securitizations, that AHFC continues to service.

                              SERVICING EXPERIENCE
                             (DOLLARS IN THOUSANDS)



HONDA &             AT                     AT                     AT                     AT
 ACURA        MARCH 31, 2007         MARCH 31, 2006         MARCH 31, 2005         MARCH 31, 2004
--------   --------------------   --------------------   --------------------   --------------------

New.....   $20,873,473    83.25%  $19,366,021    82.44%  $17,778,395    82.02%  $15,434,162    80.46%
Used....   $ 4,200,018    16.75%  $ 4,125,036    17.56%  $ 3,897,418    17.98%  $ 3,748,690    19.54%
           -----------   ------   -----------   ------   -----------   ------   -----------   ------
TOTAL...   $25,073,491   100.00%  $23,491,058   100.00%  $21,675,813   100.00%  $19,182,852   100.00%
           ===========   ======   ===========   ======   ===========   ======   ===========   ======


HONDA &            AT                      AT                     AT
 ACURA        MARCH 31, 2003         MARCH 31, 2002         MARCH 31, 2001
--------   --------------------   --------------------   --------------------

New.....   $11,733,191    78.48%  $ 9,137,784    81.24%  $7,076,059    87.26%
Used....   $ 3,217,835    21.52%  $ 2,110,174    18.76%  $1,032,818    12.74%
           -----------   ------   -----------   ------   ----------   ------
TOTAL...   $14,951,026   100.00%  $11,247,959   100.00%  $8,108,877   100.00%
           ===========   ======   ===========   ======   ==========   ======


     Additional information regarding AHFC in its capacities as sponsor,
originator, administrator and servicer may be found under "The Sponsor,
Originator, Administrator and Servicer" and "Description of the Transfer and
Servicing Agreements" in the prospectus.

                     AFFILIATIONS AND RELATED TRANSACTIONS

     The Trust and the depositor are affiliates of the sponsor. There is not
currently, and there was not during the past two years, any material business
relationship, agreement, arrangement, transaction or understanding that is or
was entered into outside the ordinary course of business or is or was on terms
other than would be obtained in an arm's length transaction with an unrelated
third party, between any of the depositor, the Trust and the sponsor.

VEHICLE TITLE MANAGEMENT SERVICE PROVIDER, FDI COLLATERAL MANAGEMENT

     FDI Computer Consulting, Inc. is a California corporation ("FDI"), wholly
owned by TriVIN, Inc., a Delaware corporation. FDI does business as, and is
commonly known as, FDI Collateral Management.

     FDI is a provider of collateral management and electronic lien and title
services. FDI has been providing these services since 1990. FDI has provided
collateral management and electronic lien and title services to AHFC since 1997
and the nature and character of these services has remained principally the same
since 1998. FDI has over 500 customers and approximately 90 of these customers
are provided substantially similar services, which include electronic lien and
title services, inquiry capabilities, title administration services, and
electronic registration services. The electronic lien and title services enable
the electronic receipt of lien confirmations from agencies chartered with the
administration of motor vehicles in each of the states in which FDI provides its
services (each such state agency individually the "DMV" and collectively the
"DMVs"), the electronic storage of electronic titles, and the electronic release
of lien interests back to the DMV. The inquiry capabilities allow electronic
access to DMV vehicle and driver records resident on DMV databases. Through its
title administration services, FDI provides software tools and services to
respond to title receipt via paper and electronic title, match title to a
borrower's account, validate title data and identify applicable discrepancies
when compared to borrower account data, follow-up for non-receipt of title,
enable suspense and note capabilities, and to support electronic title or paper
title release. FDI's electronic registration services facilitate the filing of
electronic applications for certificates of title and vehicle registrations.

     The volume of electronic liens and titles serviced by FDI increased by 22%
in 2005 as compared to 2004 and the volume of lien and titles serviced by FDI
grew by approximately 34% in 2006 as compared to 2005. FDI anticipates that the
volume of lien and titles serviced by FDI will grow by approximately 28% in 2007
as compared to the volume serviced in 2006. AHFC represented FDI's 3rd largest
concentration of services received in 2006 and FDI forecasts that AHFC will
represent FDI's 3rd largest concentration of services received in 2007.

     The servicing arrangement between AHFC and FDI is governed by the Customer
Agreement by and between TriVIN, Inc. and AHFC dated February 14, 1997, as
amended by an amendment on January 7, 2005, two amendments on June 20, 2005, and
an amendment on February 1, 2006 (the "FDI SERVICING


                                      S-29



AGREEMENT"). Under the FDI Servicing Agreement, FDI matches AHFC's loan records
to electronic or paper title records received from DMVs to validate proper lien
placement. FDI stores the matched paper in a secure location until AHFC directs
their release. FDI stores matched electronic titles on secure computer systems
until AHFC directs their release. FDI also provides maintenance activities that
include notifying AHFC of discrepancies between the title and account data
maintained by AHFC and notifying AHFC if titles are not received within required
time frames.

     Under the FDI Servicing Agreement, FDI agreed that it would safeguard all
of AHFC's documents in a secured and controlled environment and that it would
protect such documents from destruction or loss and implement policies and
practices to prevent the unauthorized disclosure of information contained
therein. As part of the data protection efforts, FDI agreed to maintain the
security, confidentiality and integrity of borrower information as may be
appropriate to reasonably meet the objectives of the security guidelines
promulgated under the Gramm-Leach-Bliley Act as such objectives may be reflected
in AHFC's security requirements, and to follow data safekeeping and backup
procedures required of the Company by applicable law or rule or regulation of
the Federal Deposit Insurance Corporation or the Comptroller of the Currency, as
submitted to FDI by AHFC. As a general security precaution, FDI agreed to
prepare and preserve, each business day, magnetic media containing AHFC's data
to preclude the data loss problems associated with the inability to read or the
actual loss of the data at FDI's data center. As an additional security
precaution, FDI has established authentication procedures for electronic
communications between FDI and AHFC via FDI's online system that includes
encryption of transmission communicated between FDI and AHFC. FDI has also
agreed to establish and implement a disaster recovery plan, which FDI tests and
reviews periodically.

     FDI stores vehicle titles in a secure area. A multi-tiered security system,
which includes proximity card readers, limits access to the storage vault
containing the title documents. This storage area is also protected by 2 hour
fire rated walls, Novek 1230 gas fire suppression, and digital video monitoring.
FDI's entire facility is protected by extensive digital video monitoring,
proximity alarm systems and is in compliance with the requirements of the 2006
Fire Code of the City of Sacramento, California.

     FDI maintains a system to segregate both the electronic and paper liens and
titles it services for its different customers. FDI segregates the electronic
files by clearly delineating the electronic files in databases. FDI segregates
the paper records by storing them in separate folders on distinct shelves within
its storage vault.

     Under the FDI Servicing Agreement, FDI has no access to any AHFC or Trust
funds. Periodically, FDI submits an invoice to AHFC for its fees and to recover
its out of pocket expenses. Thus, AHFC periodically reimburses FDI for all
charges, fees and taxes required by state regulatory agencies or DMVs and pays
FDI fees for services rendered in connection with the titling and registration
of the motor vehicles. FDI's financial liability under its agreements with AHFC
is limited to the amount of fees received by FDI from AHFC. In the event of a
delinquency, loss or bankruptcy of a borrower, FDI's sole role is to deliver
evidence of title to AHFC.

     Upon termination of its agreement with AHFC, FDI is required to immediately
return all vehicle title data to AHFC or its designee, and to thereafter destroy
confidential AHFC customer data. The agreement between FDI and AHFC does not
include terms for the selection of a successor servicer.

        THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE

     The Bank of New York is the owner trustee under the trust agreement. The
Bank of New York is a New York banking corporation. The Bank of New York has
served as owner trustee on numerous asset-backed transactions, including the
structure of the transaction referred to herein. While the structure of each
transaction may differ, The Bank of New York is experienced in administering
transactions of this kind. The Bank of New York is an affiliate of The Bank of
New York (Delaware), the Delaware Trustee.


                                      S-30



     The Bank of New York (Delaware) is the Delaware trustee under the trust
agreement (which, in such capacity, we refer to as the DELAWARE TRUSTEE).

     The Bank of New York (Delaware) is a Delaware banking corporation and an
affiliate of The Bank of New York, a New York banking corporation, which
provides support services on its behalf in this transaction. Its principal place
of business is located at White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Administration. The Bank of New York (Delaware) has
acted as Delaware trustee on numerous asset-backed transactions, including the
structure of the transaction referred to herein. The Delaware trustee will
perform limited administrative functions under the trust agreement. You may
contact The Bank of New York (Delaware) by calling (302) 283-8905.

     The Bank of New York (Delaware) is subject to various legal proceedings
that arise from time to time in the ordinary course of business. The Bank of New
York (Delaware) does not believe that the ultimate resolution of any of these
proceedings will have a materially adverse effect on its services as Delaware
trustee.

     The Bank of New York (Delaware) has provided the above information for
purposes of complying with Regulation AB. Other than the two above paragraphs,
The Bank of New York (Delaware) has not participated in the preparation of, and
is not responsible for, any other information contained in this prospectus
supplement.

     Union Bank of California, N.A is the indenture trustee under the indenture
(which, in such capacity, we refer to as the indenture trustee). Union Bank of
California, N.A. is a national banking association. Its principal offices are
located at 551 Madison Avenue, New York, NY 10022. Union Bank of California,
N.A. is a national banking association with trust powers and can trace its roots
to 1864. Union Bank of California, N.A. is one of the 25 largest banks in the
United States and is the primary subsidiary of UnionBankCal Corporation which is
owned approximately 65 percent by The Bank of Tokyo-Mitsubishi UFJ, Ltd., which
is a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc. Union Bank
of California, N.A. will serve as indenture trustee from its corporate trust
office located at 551 Madison Avenue, 11th floor, New York, New York 10022.
Union Bank of California, N.A. and its predecessors have nearly 85 years of
experience in corporate trust and agency services including roles as collateral
agent, depositary, indenture trustee, owner trustee and escrow agent. Union Bank
of California, N.A. has, since 1997, acted as indenture trustee on a number of
asset-backed transactions involving pools of various asset types, including
acting as indenture trustee on several auto loan securitization transactions.

     The depositor and its affiliates may maintain normal commercial banking
relations with the indenture trustee and its affiliates. We sometimes
collectively refer to the indenture trustee, the Delaware trustee and the owner
trustee as the TRUSTEES.

                                 THE RECEIVABLES

     The property of the trust will consist of the Receivables. The Receivables
were originated by Dealers in accordance with AHFC's requirements under
agreements with Dealers governing the assignment of the Receivables to AHFC. The
Receivables evidence the indirect financing made available by AHFC to the
Obligors. The Receivables are secured by the FINANCED VEHICLES and all principal
and interest payments due on or after the Cutoff Date and other property
specified in the related Receivable.

     AHFC purchased the Receivables from the Dealers in the ordinary course of
business in accordance with AHFC's underwriting standards. For a more detailed
description of AHFC's underwriting standards, we refer you to "The
Receivables--Underwriting of Motor Vehicle Loans" in the attached prospectus.

     On or before the date of the Closing Date, AHFC will sell the Receivables
to the depositor. The depositor will, in turn, sell the Receivables to the trust
on the Closing Date pursuant to the sale and servicing agreement. For a
description of the agreements governing the sale and assignment of the


                                      S-31



Receivables to the trust, see "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" in the prospectus.

     AHFC will continue to service the Receivables in its capacity as servicer.
The Receivables to be held by the trust will be selected from those motor
vehicle retail installment sale contracts in AHFC's portfolio that meet several
criteria as of the cut-off date. These criteria provide that each Receivable:

          o    was originated in the United States and the Obligor is not a
               federal, state or local governmental entity;

          o    has a contractual annual percentage rate specified in the
               promissory note associated with each Receivable (which we refer
               to in this prospectus supplement as the "APR") ranging from
               1.88% to 21.00%;

          o    provides for level monthly payments that fully amortize the
               amount financed over its original term except that the payment in
               the first or last month during the life of the Receivable may be
               minimally different from the level payment;

          o    has a remaining term to maturity of not less than 6 months and
               not more than 71 months;

          o    is less than 30 days past due;

          o    was originated on or after July 14, 2004, and on or prior to
               April 28, 2007;

          o    has been entered into by an Obligor that was not in bankruptcy
               proceedings or is bankrupt or insolvent (according to the records
               of AHFC); and

          o    is secured by a Financed Vehicle that has not been repossessed
               (according to the records of AHFC).

     No selection procedures believed to be adverse to the noteholders will be
utilized in selecting the Receivables from qualifying retail installment sale
contracts. Except as described in the second bullet-point above, the Receivables
were not selected on the basis of their APRs.

     The composition, distribution by APR and state of the Receivables as of the
Cutoff Date are as set forth in the following tables. All of the Receivables
(based on the POOL BALANCE as of the Cutoff Date) constitute Simple Interest
Receivables. We refer you to "The Receivables" in the accompanying prospectus
for a further description of the characteristics of Simple Interest Receivables
and Precomputed Receivables.


                                      S-32



                         COMPOSITION OF THE RECEIVABLES

Aggregate Principal Balance...........................         $1,203,571,385.96
Number of Receivables.................................                    65,226
Average Principal Balance.............................                $18,452.33
Range of Principal Balances...........................   $1,021.42 to $55,318.94
Average Original Amount Financed......................                $20,695.37
Range of Original Amount Financed.....................   $2,705.42 to $59,026.15
Weighted Average APR(1)...............................                     6.21%
Range of APRs.........................................           1.88% to 21.00%
Weighted Average Original Term to Maturity(1).........              57.90 months
Range of Original Terms to Maturity...................    24 months to 72 months
Weighted Average Remaining Term to Maturity(1)........              51.77 months
Range of Remaining Terms to Maturity..................     6 months to 71 months
Percentage by Principal Balance of Receivables of
   Used Motor Vehicles................................                    17.63%
Percentage by Principal Balance of Receivables of
   New Motor Vehicles.................................                    82.37%
Percentage by Principal Balance of Receivables
   Financed through Honda Dealers.....................                    81.55%
Percentage by Principal Balance of Receivables
   Financed through Acura Dealers.....................                    18.45%
Weighted Average FICO score(1)(2)(3)..................                       739
Range of FICO scores(2)(3)............................                385 to 884

----------
(1)  Weighted by Initial Pool Balance as of the Cutoff Date.

(2)  Weighted average FICO score and the range of FICO scores are calculated
     excluding accounts for which we do not have a FICO score.

(3)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-33



                     DISTRIBUTION OF THE RECEIVABLES BY APR
              (Percentages may not add to 100.00% due to rounding)



                                   PERCENTAGE
                                  OF AGGREGATE                        PERCENTAGE        WEIGHTED
                     NUMBER OF      NUMBER OF         INITIAL         OF INITIAL         AVERAGE
RANGE OF APRS (%)   RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE   FICO SCORES(1)(2)
-----------------   -----------   ------------   -----------------   ------------   -----------------

 1.01 - 2.00 ....        597           0.92%     $   13,567,612.10        1.13%            778
 2.01 - 3.00 ....      4,388           6.73          67,707,405.77        5.63             784
 3.01 - 4.00 ....      6,608          10.13         158,597,082.18       13.18             765
 4.01 - 5.00 ....     13,772          21.11         278,644,937.91       23.15             757
 5.01 - 6.00 ....      6,623          10.15         115,094,130.88        9.56             743
 6.01 - 7.00 ....     14,563          22.33         261,234,674.10       21.70             751
 7.01 - 8.00 ....      7,470          11.45         131,007,009.13       10.88             729
 8.01 - 9.00 ....      4,417           6.77          73,303,126.02        6.09             710
 9.01 - 10.00 ...      1,930           2.96          30,217,898.56        2.51             675
10.01 - 11.00 ...      1,034           1.59          16,463,010.35        1.37             639
11.01 - 12.00 ...        722           1.11          11,373,147.55        0.94             625
12.01 - 13.00 ...        607           0.93           9,468,028.89        0.79             600
13.01 - 14.00 ...        808           1.24          12,623,637.41        1.05             587
14.01 - 15.00 ...        611           0.94           9,194,377.25        0.76             577
15.01 - 16.00 ...        421           0.65           6,185,982.54        0.51             558
16.01 - 17.00 ...        384           0.59           5,410,388.46        0.45             544
17.01 - 18.00 ...        162           0.25           2,204,896.75        0.18             544
18.01 - 19.00 ...         86           0.13           1,035,173.92        0.09             549
19.01 - 20.00 ...         22           0.03             227,067.13        0.02             542
20.01 - 21.00 ...          1           0.00              11,799.06        0.00             540
                      ------         ------      -----------------      ------             ---
TOTAL ...........     65,226         100.00%     $1,203,571,385.96      100.00%            739
                      ======         ======      =================      ======             ===


----------
(1)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(2)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-34



                   DISTRIBUTION OF THE RECEIVABLES BY STATE(1)
              (Percentages may not add to 100.00% due to rounding)



                                    PERCENTAGE                                                    WEIGHTED
                                   OF AGGREGATE                        PERCENTAGE    WEIGHTED      AVERAGE
                      NUMBER OF      NUMBER OF         INITIAL         OF INITIAL     AVERAGE       FICO
STATE                RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE    APR(2)    SCORES(3)(4)
------------------   -----------   ------------   -----------------   ------------   --------   ------------

Alabama ..........       1,025          1.57%     $   19,066,335.35        1.58%       6.36%         738
Alaska ...........          31          0.05             666,012.70        0.06        4.73          735
Arizona ..........       1,324          2.03          25,736,272.88        2.14        5.88          746
Arkansas .........         555          0.85          10,435,170.24        0.87        6.06          733
California .......      10,767         16.51         201,409,482.34       16.73        6.13          737
Colorado .........         820          1.26          15,985,277.03        1.33        5.52          759
Delaware .........         301          0.46           4,794,418.26        0.40        6.66          720
Florida ..........       4,238          6.50          76,925,815.11        6.39        6.81          736
Georgia ..........       2,945          4.52          56,783,374.54        4.72        6.64          732
Hawaii ...........         201          0.31           4,094,584.41        0.34        5.66          737
Idaho ............         128          0.20           2,505,638.10        0.21        5.18          771
Illinois .........       3,530          5.41          67,823,763.70        5.64        5.85          739
Indiana ..........         743          1.14          12,955,282.71        1.08        6.50          738
Iowa .............         289          0.44           5,494,828.61        0.46        5.09          760
Kansas ...........         429          0.66           8,350,772.25        0.69        5.70          753
Kentucky .........         597          0.92          10,340,976.31        0.86        6.71          742
Louisiana ........         896          1.37          16,368,029.08        1.36        6.53          729
Maryland .........       2,734          4.19          50,804,606.04        4.22        6.15          740
Massachusetts ....       2,114          3.24          35,970,359.94        2.99        6.27          750
Michigan .........        1015          1.56          17,368,487.23        1.44        6.66          732
Minnesota ........         641          0.98          11,558,297.40        0.96        5.76          750
Mississippi ......         361          0.55           6,748,472.86        0.56        6.32          739
Missouri .........       1,291          1.98          23,660,272.20        1.97        5.53          753
Montana ..........          80          0.12           1,516,799.38        0.13        4.94          756
Nebraska .........         305          0.47           5,353,654.14        0.44        5.77          754
Nevada ...........         370          0.57           7,373,760.85        0.61        6.27          735
New Hampshire ....         448          0.69           7,698,755.39        0.64        6.04          751
New Jersey .......       3,796          5.82          64,708,567.86        5.38        6.56          736
New Mexico .......         159          0.24           3,386,712.16        0.28        4.92          755
North Carolina ...       2,982          4.57          54,392,895.38        4.52        6.52          732
North Dakota .....          68          0.10           1,243,654.72        0.10        5.24          765
Ohio .............       1,894          2.90          33,067,724.75        2.75        6.43          736
Oklahoma .........         574          0.88          10,729,823.54        0.89        5.74          751
Oregon ...........         574          0.88          10,705,353.92        0.89        5.43          758
Pennsylvania .....       3,573          5.48          60,224,566.31        5.00        6.15          745
Rhode Island .....         207          0.32           3,400,983.55        0.28        6.91          738
South Carolina ...       1,023          1.57          18,308,617.43        1.52        6.67          724
South Dakota .....          93          0.14           1,564,294.88        0.13        6.19          745
Tennessee ........       1,836          2.81          34,999,597.15        2.91        6.73          727
Texas ............       5,108          7.83         100,867,412.81        8.38        6.21          736
Utah .............         421          0.65           8,117,721.78        0.67        5.69          761
Vermont ..........         127          0.19           1,983,661.67        0.16        5.91          749
Virginia .........       2,606          4.00          50,073,017.21        4.16        5.92          744
Washington .......         968          1.48          20,060,081.17        1.67        4.96          761
West Virginia ....         227          0.35           3,970,437.18        0.33        5.97          739
Wisconsin ........         789          1.21          13,535,396.05        1.12        6.22          745
Wyoming ..........          23          0.04             441,367.39        0.04        5.37          746
                        ------        ------      -----------------      ------        ----          ---
TOTAL ............      65,226        100.00%     $1,203,571,385.96      100.00%       6.21%         739
                        ======        ======      =================      ======        ====          ===


----------
(1)  Based solely on the addresses of the originating dealers.

(2)  Weighted by Initial Pool Balance as of the Cutoff Date.

(3)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(4)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-35



   DISTRIBUTION OF THE RECEIVABLES BY PRINCIPAL BALANCE AS OF THE CUTOFF DATE
              (Percentages may not add to 100.00% due to rounding)



                                          PERCENTAGE OF                                                   WEIGHTED
                                            AGGREGATE                          PERCENTAGE    WEIGHTED      AVERAGE
RANGE OF PRINCIPAL           NUMBER OF      NUMBER OF          INITIAL         OF INITIAL     AVERAGE       FICO
BALANCES ($)                RECEIVABLES    RECEIVABLES       POOL BALANCE     POOL BALANCE    APR(1)    SCORES(2)(3)
-------------------------   -----------   -------------   -----------------   ------------   --------   ------------

     0.01 -  5,000.00 ...         435          0.67%      $    1,796,895.63        0.15%       6.00%         745
 5,000.01 - 10,000.00 ...       5,554          8.52           45,350,110.25        3.77        6.64          736
10,000.01 - 15,000.00 ...      15,155         23.23          193,952,056.86       16.11        7.11          732
15,000.01 - 20,000.00 ...      20,447         31.35          356,575,888.26       29.63        6.68          735
20,000.01 - 25,000.00 ...      12,913         19.80          287,430,806.16       23.88        5.95          743
25,000.01 - 30,000.00 ...       6,719         10.30          182,941,808.38       15.20        5.49          747
30,000.01 - 35,000.00 ...       2,867          4.40           91,906,768.28        7.64        5.08          747
35,000.01 - 40,000.00 ...         878          1.35           32,392,290.64        2.69        4.91          741
40,000.01 - 45,000.00 ...         195          0.30            8,190,097.28        0.68        5.45          739
45,000.01 - 50,000.00 ...          48          0.07            2,254,944.84        0.19        6.01          734
50,000.01 - 55,000.00 ...          14          0.02              724,400.44        0.06        6.52          736
55,000.01 - 60,000.00 ...           1          0.00               55,318.94        0.00        5.84          768
                               ------        ------       -----------------      ------        ----          ---
TOTAL ...................      65,226        100.00%      $1,203,571,385.96      100.00%       6.21%         739
                               ======        ======       =================      ======        ====          ===


----------
(1)  Weighted by Initial Pool Balance as of the Cutoff Date.

(2)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(3)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-36



           DISTRIBUTION OF THE RECEIVABLES BY ORIGINAL AMOUNT FINANCED
              (Percentages may not add to 100.00% due to rounding)



                                                PERCENTAGE                                                    WEIGHTED
                                               OF AGGREGATE                        PERCENTAGE    WEIGHTED      AVERAGE
RANGE OF ORIGINAL                 NUMBER OF      NUMBER OF          INITIAL        OF INITIAL     AVERAGE       FICO
AMOUNT FINANCED ($)              RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE    APR(1)    SCORES(2)(3)
------------------------------   -----------   ------------   -----------------   ------------   --------   ------------

     0.01 -  5,000.00.........         115          0.18%     $      477,697.76        0.04%       6.11%       754
 5,000.01 - 10,000.00.........       3,133          4.80          23,118,128.89        1.92        6.86        744
10,000.01 - 15,000.00.........      10,957         16.80         125,708,741.45       10.44        7.41        728
15,000.01 - 20,000.00.........      19,390         29.73         305,461,333.84       25.38        6.94        730
20,000.01 - 25,000.00.........      15,142         23.21         301,229,870.96       25.03        6.16        740
25,000.01 - 30,000.00.........       9,019         13.83         218,993,313.84       18.20        5.59        748
30,000.01 - 35,000.00.........       4,990          7.65         142,977,263.00       11.88        5.20        750
35,000.01 - 40,000.00.........       1,872          2.87          61,969,202.46        5.15        5.02        746
40,000.01 - 45,000.00.........         444          0.68          16,581,981.74        1.38        5.25        740
45,000.01 - 50,000.00.........         123          0.19           5,132,848.39        0.43        5.54        748
50,000.01 - 55,000.00.........          34          0.05           1,579,742.71        0.13        5.76        747
55,000.01 - 60,000.00.........           7          0.01             341,260.92        0.03        6.50        728
                                    ------        ------      -----------------      ------        ----        ---
TOTAL ........................      65,226        100.00%     $1,203,571,385.96      100.00%       6.21%       739
                                    ======        ======      =================      ======        ====        ===


----------
(1)  Weighted by Initial Pool Balance as of the Cutoff Date.

(2)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(3)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.

          DISTRIBUTION OF THE RECEIVABLES BY ORIGINAL TERM TO MATURITY
              (Percentages may not add to 100.00% due to rounding)



                                                PERCENTAGE                                                    WEIGHTED
                                               OF AGGREGATE                        PERCENTAGE    WEIGHTED      AVERAGE
RANGE OF ORIGINAL TERM            NUMBER OF      NUMBER OF          INITIAL        OF INITIAL     AVERAGE       FICO
TO MATURITY (MONTHS)             RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE    APR(1)    SCORES(2)(3)
------------------------------   -----------   ------------   -----------------   ------------   --------   ------------

13 - 24 ......................         444          0.68%     $    4,354,971.81        0.36%       5.07%        773
25 - 36 ......................       7,293         11.18         110,956,416.79        9.22        3.58         777
37 - 48 ......................       4,463          6.84          65,599,821.44        5.45        6.59         758
49 - 60 ......................      46,981         72.03         902,268,563.46       74.97        6.41         731
61 - 72 ......................       6,045          9.27         120,391,612.46       10.00        6.99         757
                                    ------        ------      -----------------      ------        ----         ---
TOTAL ........................      65,226        100.00%     $1,203,571,385.96      100.00%       6.21%        739
                                    ======        ======      =================      ======        ====         ===


----------
(1)  Weighted by Initial Pool Balance as of the Cutoff Date.

(2)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(3)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-37



              DISTRIBUTION OF THE RECEIVABLES BY REMAINING TERM TO
                         MATURITY AS OF THE CUTOFF DATE
              (Percentages may not add to 100.00% due to rounding)



                                                PERCENTAGE                                                    WEIGHTED
                                               OF AGGREGATE                        PERCENTAGE    WEIGHTED      AVERAGE
RANGE OF REMAINING                NUMBER OF      NUMBER OF          INITIAL        OF INITIAL     AVERAGE       FICO
TERM TO MATURITY (MONTHS)        RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE    APR(1)    SCORES(2)(3)
------------------------------   -----------   ------------   -----------------   ------------   --------   ------------

 1 - 12 ......................          50          0.08%     $      238,869.40        0.02%       4.26%        771
13 - 24 ......................       1,183          1.81          13,042,779.70        1.08        4.14         774
25 - 36 ......................       8,498         13.03         123,776,015.01       10.28        3.95         768
37 - 48 ......................       7,741         11.87         119,846,401.06        9.96        6.49         743
49 - 60 ......................      45,736         70.12         901,183,785.94       74.88        6.44         734
61 - 72 ......................       2,018          3.09          45,483,534.85        3.78        7.61         757
                                    ------        ------      -----------------      ------        ----         ---
Total ........................      65,226        100.00%     $1,203,571,385.96      100.00%       6.21%        739
                                    ======        ======      =================      ======        ====         ===


----------
(1)  Weighted by Initial Pool Balance as of the Cutoff Date.

(2)  Weighted average FICO scores are weighted by Initial Pool Balance as of the
     Cutoff Date and calculated excluding accounts for which we do not have a
     FICO score.

(3)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.

     DISTRIBUTION OF THE RECEIVABLES BY CREDIT GRADE AT TIME OF ORIGINATION
              (Percentages may not add to 100.00% due to rounding)



                                                PERCENTAGE                                           WEIGHTED
                                               OF AGGREGATE                        PERCENTAGE         AVERAGE        RANGE OF
                                  NUMBER OF      NUMBER OF          INITIAL        OF INITIAL          FICO            FICO
CREDIT GRADE(1)                  RECEIVABLES    RECEIVABLES      POOL BALANCE     POOL BALANCE   SCORES(2)(3)(4)   SCORES(3)(4)
------------------------------   -----------   ------------   -----------------   ------------   ---------------   ------------

A ............................      46,160         70.77%     $  859,965,299.64       71.45%           769            521-884
B ............................      10,332         15.84         190,753,850.70       15.85            700            449-861
C ............................       5,786          8.87         100,222,282.44        8.33            644            385-831
D ............................       2,948          4.52          52,629,953.18        4.37            574            385-811
                                    ------        ------      -----------------      ------            ---            -------
TOTAL ........................      65,226        100.00%     $1,203,571,385.96      100.00%           739            385-884
                                    ======        ======      =================      ======            ===            =======


----------
(1)  Credit Grade is based on AHFC's classification using proprietary internal
     scoring methodology in evaluating customers credit quality. We refer you to
     "Receivables--Credit Metric-Credit Grade" in the prospectus for a
     description of AHFC's scoring methodology.

(2)  Weighted by Initial Pool Balance as of the Cutoff Date.

(3)  Weighted average FICO scores and the range of FICO scores are calculated
     excluding accounts for which we do not have a FICO score.

(4)  FICO scores are shown for portfolio comparative purposes only. The FICO
     score may not have been used in the original credit decision process.


                                      S-38



                     MATURITY AND PREPAYMENT CONSIDERATIONS

     For more detailed information regarding maturity and prepayment
considerations with respect to the notes we refer you to "Weighted Average Life
of the Securities" in the accompanying prospectus and "Risk Factors--You may
experience reduced returns on your investment resulting from prepayments,
repurchases or early termination of the trust" in the accompanying prospectus.

     Except upon the occurrence of an event of default, no principal payments
will be made on the class A-2 notes until the class A-1 notes have been paid in
full; no principal payments will be made on the class A-3 notes until the class
A-1 and class A-2 notes have been paid in full; and no principal payments will
be made on the class A-4 notes until the class A-1, class A-2 and class A-3
notes have been paid in full. However, following an event of default, principal
payments will be made first to the holders of the class A-1 notes until they
have been paid in full and after the class A-1 notes have been paid in full,
principal payments will be made to the class A-2 notes, the class A-3 notes and
the class A-4 notes on a pro rata basis, based on the outstanding principal
balance of those classes of notes. We refer you to "The Notes--The
Indenture--Events of Default; Rights Upon Event of Default" in the accompanying
prospectus for a more detailed description of the events of default. In
addition, no principal payments will be made on the certificates until the class
A-1 and class A-2 notes have been paid in full. We refer you to "Payments on the
Notes" in this prospectus supplement.

     Because the rate of payment of principal of each class of notes depends
primarily on the rate of payment (including prepayments) of the principal
balance of the Receivables, final payment of any class of notes could occur
significantly earlier or later than their respective final scheduled payment
dates set forth on the front cover in this prospectus supplement. Noteholders
will bear the risk of being able to reinvest principal payments at yields at
least equal to the yield on their respective classes of notes. No assurance can
be made as to the rate of prepayments on the Receivables in either stable or
changing interest rate environments.

     Although the Receivables have different APRs, disproportionate rates of
prepayments of Receivables with APRs greater than or less than the REQUIRED RATE
will generally not affect your yield. However, higher rates of prepayments of
Receivables with higher APRs will decrease the amount available to cover
delinquencies and defaults on the Receivables and may decrease the amounts
available to be deposited in the reserve fund.

             DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION

     Set forth below is information concerning AHFC's experience with respect to
its entire portfolio of new and used Honda and Acura motor vehicle retail
installment sale contracts, which includes contracts sold by but still being
serviced by AHFC. Credit losses are an expected cost of extending credit and are
considered in AHFC's rate-setting process. AHFC's strategy is to minimize credit
losses while providing financing support for the sale of new or used Honda and
Acura motor vehicles.

     AHFC establishes an allowance for expected credit losses and deducts
amounts reflecting charge-offs against such allowance. For retail financing, the
account balance related to a retail installment sale contract is charged against
the allowance for credit losses when the contract has been delinquent for 120
days, unless AHFC has repossessed the collateral associated with the contract.
In these cases, the account balances are not charged against the allowance for
credit losses until AHFC has either sold the repossessed motor vehicle or held
it in repossession inventory for more than 90 days. AHFC credits any recoveries
from charge-offs related to a retail installment sale contract to the allowance.

     Delinquency, repossession and loss experience may be influenced by a
variety of economic, social and geographic conditions and other factors beyond
the control of AHFC. There is no assurance that AHFC's delinquency, repossession
and loss experience with respect to its retail installment sale contracts, or
the experience of the trust with respect to the contracts, will be similar to
that set forth below.


                                      S-39



     There can be no assurance that the behavior of the Receivables included in
the trust will be comparable to AHFC's experience shown in the following tables.
The percentages in the tables below have not been adjusted to eliminate the
effect of the growth of AHFC's portfolio. Accordingly, the delinquency,
repossession and net loss percentages would be expected to be higher than those
shown if a group of receivables were isolated at a period in time and the
delinquency, repossession and net loss data showed the activity only for that
isolated group over the periods indicated.

     In the table below, the period of delinquency for each reporting period is
based on the number of days more than 10% of a scheduled payment on a cumulative
basis is contractually past due.

                          DELINQUENCY EXPERIENCE(1)(5)
                             (DOLLARS IN THOUSANDS)



                                                                           AT MARCH 31,
                                     ----------------------------------------------------------------------------------------
                                         2007         2006         2005         2004         2003         2002        2001
                                     -----------  -----------  -----------  -----------  -----------  -----------  ----------

Principal Amount Outstanding(2) ...  $25,073,491  $23,491,058  $21,675,813  $19,182,852  $14,951,026  $11,247,959  $8,108,877
   Delinquencies(3)
   30 - 59 Days ...................  $   274,819  $   199,384  $   222,962  $   166,140  $   132,063  $    73,754  $   57,434
   60 - 89 Days ...................  $    41,289  $    24,538  $    32,616  $    20,744  $    20,066  $    10,932  $    8,560
   90 Days or more ................  $    10,886  $     6,640  $     8,173  $     8,175  $     6,444  $     4,814  $    2,745
   Repossessions(4) ...............  $    53,724  $    48,218  $    38,698  $    39,621  $    34,003  $    24,623  $   12,027
                                     -----------  -----------  -----------  -----------  -----------  -----------  ----------
Total Delinquencies and
   Repossession ...................  $   380,718  $   278,779  $   302,448  $   234,680  $   192,575  $   114,124  $   80,766
Total Delinquencies and
   Repossessions as a Percentage of
   Principal Amount Outstanding ...         1.52%        1.19%        1.40%        1.22%        1.29%        1.01%       1.00%


----------
(1)  Includes contracts that have been sold but are still being serviced by
     AHFC.

(2)  Remaining principal balance and unearned finance charges for all
     outstanding contracts.

(3)  The period of delinquency is based on the number of days more than 10% of
     the scheduled payment is contractually past due.

(4)  Amounts shown represent the outstanding principal balance for contracts for
     which the related vehicle had been repossessed and not yet liquidated.

(5)  Totals may not add exactly due to rounding.


                                      S-40



                NET CREDIT LOSS AND REPOSSESSION EXPERIENCE(1)(6)
                             (DOLLARS IN THOUSANDS)



                                                             FOR THE FISCAL YEAR ENDED MARCH 31,
                                  ----------------------------------------------------------------------------------------
                                      2007         2006       2005(7)        2004         2003        2002         2001
                                  -----------  -----------  -----------  -----------  -----------  -----------  ----------

Principal Amount
   Outstanding(2) ..............  $25,073,491  $23,491,058  $21,675,813  $19,182,852  $14,951,026  $11,247,959  $8,108,877
Average Principal Amount
   Outstanding(3)  .............  $24,593,627  $23,301,426  $20,560,013  $17,534,004  $13,304,416  $10,080,855  $7,314,872
Number of Contracts
   Outstanding .................    1,945,542    1,842,110    1,676,573    1,494,783    1,211,052      965,964     729,029
Average Number of Contracts
   Outstanding(3) ..............    1,912,004    1,793,363    1,594,579    1,374,183    1,096,382      873,496     654,200
Number of Repossessions ........       20,599       19,361       16,551       13,701        9,647        5,736       4,131
Number of Repossessions
   as a Percentage of the
   Average Number of Contracts
   Outstanding(3) ..............         1.08%        1.08%        1.04%        1.00%        0.88%        0.66%       0.63%
Gross Charge-Offs(4) ...........  $   208,001  $   193,081  $   177,080  $   126,415  $    86,215  $    45,967  $   28,443
Recoveries(5) ..................  $    94,421  $    83,648  $    59,908  $    36,989  $    23,344  $    14,988  $   12,383
                                  -----------  -----------  -----------  -----------  -----------  -----------  ----------
Net Losses .....................  $   113,580  $   109,434  $   117,172  $    89,426  $    62,871  $    30,979  $   16,060
Net Losses as a Percentage of
   Average Principal Amount
   Outstanding(3) ..............         0.46%        0.47%        0.57%        0.51%        0.47%        0.31%       0.22%


----------
(1)  Includes contracts that have been sold but are still being serviced by
     AHFC.

(2)  Remaining principal balance and unearned finance charges for all
     outstanding contracts.

(3)  Average of the loan balance or number of contracts, as the case may be, is
     calculated for a period by dividing the total monthly amounts by the number
     of months in the period.

(4)  Amount charged-off is the remaining principal balance, excluding any
     expenses associated with collection, repossession or disposition of the
     related vehicle, plus earned but not yet received finance charges, net of
     any proceeds collected prior to charge-off.

(5)  Proceeds received on previously charged-off contracts.

(6)  Totals may not add exactly due to rounding.

(7)  Net Credit Losses for the fiscal year ended March 31, 2005, were adversely
     affected by a temporary servicing disruption that resulted from the
     implementation of a new servicing computer system in August 2004.

                                  STATIC POOLS

     At our website http://regab.honda.com/2007-2 we have published charts that
reflect the static pool performance data of previous securitizations of the
sponsor. The information presented with respect to pools that were established
prior to January 1, 2006 is not to be deemed a part of this prospectus
supplement, the prospectus or the related registration statement. We caution you
that this pool of Receivables may not perform in a similar manner to the
receivables in other trusts.

                       WEIGHTED AVERAGE LIFE OF THE NOTES

     Prepayments on motor vehicle receivables can be measured relative to a
payment standard or model. The model used in this prospectus supplement, the
Absolute Prepayment Model ("ABS"), represents an assumed rate of prepayment each
month relative to the original number of receivables in a pool of receivables.
ABS further assumes that all the receivables in question are the same size and
amortize at the same rate and that each receivable in each month of its life
will either be paid as scheduled or be paid in full. For example, in a pool of
receivables originally containing 10,000 receivables, a 1% ABS rate means that
1% of the receivables, or 100 receivables, prepay each month.


                                      S-41



     ABS does not purport to be an historical description of prepayment
experience or a prediction of the anticipated rate of prepayment of any pool of
receivables, including the Receivables.

     As the rate of the payment of principal of each class of notes will depend
on the rate of payment (including prepayments) of the principal balance of the
Receivables, final payment of any class of notes could occur significantly
earlier than the respective Final Scheduled Payment Dates.

     Reinvestment risk associated with early payment of the notes of any class
will be borne exclusively by the holders of such notes.

     The ABS TABLES have been prepared on the basis of the characteristics of
the Receivables described under "The Receivables" above. The ABS Tables assume
that:

          o    the Receivables prepay in full at the specified constant
               percentage of ABS monthly, with no defaults, losses or
               repurchases,

          o    each scheduled monthly payment on each Receivable is scheduled to
               be made and is made on the last day of each month and each month
               has 30 days,

          o    payments are made on the notes on each PAYMENT DATE (and each
               such date is assumed to be the 21st day of each applicable
               month),

          o    the balance in the reserve fund on each Payment Date is the
               required amount described under "Credit Enhancement--Reserve
               Fund" and

          o    except as indicated in the ABS Tables, the servicer does not
               exercise its option to purchase the Receivables on the earliest
               Payment Date on which such option may be exercised. The
               hypothetical pools each have a cut-off date of June 1, 2007. The
               ABS Tables indicate the projected weighted average life of each
               class of notes and sets forth the percentage of the initial
               principal amount of each class of notes that is projected to be
               outstanding after each of the Payment Dates shown at various
               constant ABS percentages.

     The ABS Tables also assume that the Receivables have been aggregated into
hypothetical pools with all of the receivables within each such pool having the
following characteristics and that the level scheduled monthly payment for each
of the pools (which is based on the aggregate principal balance, APR, original
term to maturity and remaining term to maturity as of the assumed cutoff date)
will be such that each pool will be fully amortized by the end of its remaining
term to maturity.



                                               WEIGHTED
                                               AVERAGE
                                              REMAINING      WEIGHTED     ORIGINAL
                   AGGREGATE      WEIGHTED     TERM TO       AVERAGE       TERM TO
                   PRINCIPAL       AVERAGE     MATURITY        AGE        MATURITY
POOL                BALANCE         APR      (IN MONTHS)   (IN MONTHS)   (IN MONTHS)
-----------   -----------------   --------   -----------   -----------   -----------

1             $      238,869.40    4.256%        10            20            30
2             $   13,042,779.70    4.143%        21            12            33
3             $  123,776,015.01    3.952%        31             8            39
4             $  119,846,401.06    6.493%        44            11            55
5             $  901,183,785.94    6.444%        55             5            60
6             $   45,483,534.85    7.605%        65             6            71
              -----------------
TOTAL......   $1,203,571,385.96
              =================


     The actual characteristics and performance of the Receivables will differ
from the assumptions used in constructing the ABS Tables. The assumptions used
are hypothetical and have been provided only to give a general sense of how the
principal cash flows might behave under varying prepayment scenarios.


                                      S-42



For example, it is very unlikely that the Receivables will prepay at a constant
level of ABS until maturity or that all of the Receivables will prepay at the
same level of ABS. Moreover, the diverse terms of receivables within each of the
hypothetical pools could produce slower or faster principal distributions than
indicated in the ABS Table at the various constant percentages of ABS specified,
even if the original and remaining terms to maturity of the Receivables are as
assumed. Any difference between such assumptions and the actual characteristics
and performance of the Receivables, or actual prepayment experience, will affect
the percentages of initial amounts outstanding over time and the weighted
average life of each class of notes.


                                      S-43



    PERCENTAGE OF INITIAL CLASS A-1 NOTE PRINCIPAL AT VARIOUS ABS PERCENTAGES



PAYMENT DATE                                          0.50%    1.00%    1.30%    1.50%    1.70%    2.00%
--------------------------------------------------   ------   ------   ------   ------   ------   ------

Closing Date......................................   100.00%  100.00%  100.00%  100.00%  100.00%  100.00%
July 21, 2007.....................................    89.45    86.98    85.41    84.33    83.22    81.50
August 21, 2007...................................    78.95    74.09    71.02    68.90    66.72    63.34
September 21, 2007................................    68.49    61.34    56.82    53.70    50.50    45.52
October 21, 2007..................................    58.08    48.73    42.81    38.74    34.55    28.04
November 21, 2007.................................    47.72    36.25    29.01    24.02    18.89    10.92
December 21, 2007.................................    37.40    23.92    15.41     9.54     3.51     0.00
January 21, 2008..................................    27.12    11.73     2.00     0.00     0.00     0.00
February 21, 2008.................................    16.90     0.00     0.00     0.00     0.00     0.00
March 21, 2008....................................     6.72     0.00     0.00     0.00     0.00     0.00
April 21, 2008....................................     0.00     0.00     0.00     0.00     0.00     0.00
Weighted Average Life To Maturity (years)(1)(2)...     0.45     0.37     0.34     0.32     0.30     0.28
Weighted Average Life To Call (years)(1)(3).......     0.45     0.37     0.34     0.32     0.30     0.28


----------
(1)  The weighted average life of a note is determined by (x) multiplying the
     amount of each principal payment on a Note by the number of years from the
     date of issuance of the note to the related Payment Date, (y) adding the
     results and (z) dividing the sum by the original principal amount of the
     note.

(2)  This calculation assumes that the servicer does not exercise its option to
     purchase the Receivables.

(3)  This calculation assumes that the servicer exercises its option to purchase
     the Receivables on the earliest Payment Date on which it is permitted.

In calculating the Expected Final Payment Date shown on the cover to this
prospectus supplement, an ABS percentage of 1.3% was utilized and the servicer's
option to purchase the Receivables was assumed to be exercised on the earliest
Payment Date on which it is permitted. The actual Payment Date on which the
class A-1 notes are paid in full may be before or after this date depending on
the actual payment experience of the Receivables.

This table has been prepared based on the assumptions herein (including the
assumptions regarding the characteristics and performance of the Receivables,
which will differ from the actual characteristics and performance thereof) and
should be read in conjunction therewith.


                                      S-44



    PERCENTAGE OF INITIAL CLASS A-2 NOTE PRINCIPAL AT VARIOUS ABS PERCENTAGES



PAYMENT DATE                                          0.50%    1.00%    1.30%    1.50%    1.70%    2.00%
--------------------------------------------------   ------   ------   ------   ------   ------   ------

Closing Date......................................   100.00%  100.00%  100.00%  100.00%  100.00%  100.00%
July 21, 2007.....................................   100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2007...................................   100.00   100.00   100.00   100.00   100.00   100.00
September 21, 2007................................   100.00   100.00   100.00   100.00   100.00   100.00
October 21, 2007..................................   100.00   100.00   100.00   100.00   100.00   100.00
November 21, 2007.................................   100.00   100.00   100.00   100.00   100.00   100.00
December 21, 2007.................................   100.00   100.00   100.00   100.00   100.00    95.23
January 21, 2008..................................   100.00   100.00   100.00    96.18    90.57    81.87
February 21, 2008.................................   100.00    99.74    90.89    84.79    78.52    68.79
March 21, 2008....................................   100.00    90.05    80.32    73.61    66.71    56.01
April 21, 2008....................................    97.22    80.48    69.91    62.63    55.14    43.52
May 21, 2008......................................    89.03    71.04    59.68    51.86    43.81    31.33
June 21, 2008.....................................    80.87    61.71    49.62    41.29    32.73    19.44
July 21, 2008.....................................    72.75    52.51    39.73    30.93    21.89     7.85
August 21, 2008...................................    64.68    43.43    30.02    20.78    11.29     0.00
September 21, 2008................................    56.64    34.47    20.48    10.84     0.94     0.00
October 21, 2008..................................    48.65    25.63    11.11     1.11     0.00     0.00
November 21, 2008.................................    40.69    16.92     1.92     0.00     0.00     0.00
December 21, 2008.................................    32.78     8.34     0.00     0.00     0.00     0.00
January 21, 2009..................................    24.91     0.00     0.00     0.00     0.00     0.00
February 21, 2009.................................    17.09     0.00     0.00     0.00     0.00     0.00
March 21, 2009....................................     9.31     0.00     0.00     0.00     0.00     0.00
April 21, 2009....................................     1.74     0.00     0.00     0.00     0.00     0.00
May 21, 2009......................................     0.00     0.00     0.00     0.00     0.00     0.00
Weighted Average Life To Maturity (years)(1)(2)...     1.37     1.16     1.05     0.98     0.92     0.84
Weighted Average Life To Call (years)(1)(3).......     1.37     1.16     1.05     0.98     0.92     0.84


----------
(1)  The weighted average life of a Note is determined by (x) multiplying the
     amount of each principal payment on a Note by the number of years from the
     date of issuance of the Note to the related Payment Date, (y) adding the
     results and (z) dividing the sum by the original principal amount of the
     Note.

(2)  This calculation assumes that the servicer does not exercise its option to
     purchase the Receivables.

(3)  This calculation assumes that the servicer exercises its option to purchase
     the Receivables on the earliest Payment Date on which it is permitted.

In calculating the Expected Final Payment Date shown on the cover to this
prospectus supplement, an ABS percentage of 1.3% was utilized and the servicer's
option to purchase the Receivables was assumed to be exercised on the earliest
Payment Date on which it is permitted. The actual Payment Date on which the
class A-2 notes are paid in full may be before or after this date depending on
the actual payment experience of the Receivables.

This table has been prepared based on the assumptions herein (including the
assumptions regarding the characteristics and performance of the Receivables,
which will differ from the actual characteristics and performance thereof) and
should be read in conjunction therewith.


                                      S-45



    PERCENTAGE OF INITIAL CLASS A-3 NOTE PRINCIPAL AT VARIOUS ABS PERCENTAGES



PAYMENT DATE                                          0.50%    1.00%    1.30%    1.50%    1.70%    2.00%
--------------------------------------------------   ------   ------   ------   ------   ------   ------

Closing Date......................................   100.00%  100.00%  100.00%  100.00%  100.00%  100.00%
July 21, 2007.....................................   100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2007...................................   100.00   100.00   100.00   100.00   100.00   100.00
September 21, 2007................................   100.00   100.00   100.00   100.00   100.00   100.00
October 21, 2007..................................   100.00   100.00   100.00   100.00   100.00   100.00
November 21, 2007.................................   100.00   100.00   100.00   100.00   100.00   100.00
December 21, 2007.................................   100.00   100.00   100.00   100.00   100.00   100.00
January 21, 2008..................................   100.00   100.00   100.00   100.00   100.00   100.00
February 21, 2008.................................   100.00   100.00   100.00   100.00   100.00   100.00
March 21, 2008....................................   100.00   100.00   100.00   100.00   100.00   100.00
April 21, 2008....................................   100.00   100.00   100.00   100.00   100.00   100.00
May 21, 2008......................................   100.00   100.00   100.00   100.00   100.00   100.00
June 21, 2008.....................................   100.00   100.00   100.00   100.00   100.00   100.00
July 21, 2008.....................................   100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2008...................................   100.00   100.00   100.00   100.00   100.00    97.12
September 21, 2008................................   100.00   100.00   100.00   100.00   100.00    87.91
October 21, 2008..................................   100.00   100.00   100.00   100.00    92.32    78.97
November 21, 2008.................................   100.00   100.00   100.00    92.96    84.07    70.28
December 21, 2008.................................   100.00   100.00    94.06    85.16    76.03    61.85
January 21, 2009..................................   100.00    99.90    86.66    77.55    68.20    53.69
February 21, 2009.................................   100.00    92.92    79.42    70.13    60.59    45.79
March 21, 2009....................................   100.00    86.04    72.32    62.88    53.19    38.16
April 21, 2009....................................   100.00    79.40    65.49    55.92    46.10    30.87
May 21, 2009......................................    95.16    72.87    58.82    49.15    39.23    23.84
June 21, 2009.....................................    88.90    66.44    52.29    42.56    32.56    17.08
July 21, 2009.....................................    82.67    60.12    45.92    36.15    26.12    10.58
August 21, 2009...................................    76.47    53.91    39.70    29.92    19.89     4.35
September 21, 2009................................    70.32    47.81    33.64    23.89    13.89     0.00
October 21, 2009..................................    64.20    41.82    27.73    18.04     8.10     0.00
November 21, 2009.................................    58.12    35.94    21.98    12.39     2.54     0.00
December 21, 2009.................................    52.08    30.18    16.39     6.92     0.00     0.00
January 21, 2010..................................    46.07    24.52    10.97     1.65     0.00     0.00
February 21, 2010.................................    41.02    19.70     6.29     0.00     0.00     0.00
March 21, 2010....................................    36.00    14.96     1.74     0.00     0.00     0.00
April 21, 2010....................................    31.01    10.33     0.00     0.00     0.00     0.00
May 21, 2010......................................    26.04     5.78     0.00     0.00     0.00     0.00
June 21, 2010.....................................    21.12     1.34     0.00     0.00     0.00     0.00
July 21, 2010.....................................    16.22     0.00     0.00     0.00     0.00     0.00
August 21, 2010...................................    11.35     0.00     0.00     0.00     0.00     0.00
September 21, 2010................................     6.52     0.00     0.00     0.00     0.00     0.00
October 21, 2010..................................     1.72     0.00     0.00     0.00     0.00     0.00
November 21, 2010.................................     0.00     0.00     0.00     0.00     0.00     0.00
Weighted Average Life To Maturity (years)(1)(2)...     2.61     2.29     2.10     1.98     1.86     1.69
Weighted Average Life To Call (years)(1)(3).......     2.61     2.29     2.10     1.98     1.86     1.69


----------
(1)  The weighted average life of a Note is determined by (x) multiplying the
     amount of each principal payment on a Note by the number of years from the
     date of issuance of the Note to the related Payment Date, (y) adding the
     results and (z) dividing the sum by the original principal amount of the
     Note.

(2)  This calculation assumes that the servicer does not exercise its option to
     purchase the Receivables.

(3)  This calculation assumes that the servicer exercises its option to purchase
     the Receivables on the earliest Payment Date on which it is permitted.

In calculating the Expected Final Payment Date shown on the cover to this
prospectus supplement, an ABS percentage of 1.3% was utilized and the servicer's
option to purchase the Receivables was assumed to be exercised on the earliest
Payment Date on which it is permitted. The actual Payment Date on which the
class A-3 notes are paid in full may be before or after this date depending on
the actual payment experience of the Receivables.

This table has been prepared based on the assumptions herein (including the
assumptions regarding the characteristics and performance of the Receivables,
which will differ from the actual characteristics and performance thereof) and
should be read in conjunction therewith.


                                      S-46



    PERCENTAGE OF INITIAL CLASS A-4 NOTE PRINCIPAL AT VARIOUS ABS PERCENTAGES



PAYMENT DATE                                         0.50%    1.00%    1.30%    1.50%    1.70%    2.00%
--------------------------------------------------  ------   ------   ------   ------   ------   ------

Closing Date......................................  100.00%  100.00%  100.00%  100.00%  100.00%  100.00%
July 21, 2007.....................................  100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2007...................................  100.00   100.00   100.00   100.00   100.00   100.00
September 21, 2007................................  100.00   100.00   100.00   100.00   100.00   100.00
October 21, 2007..................................  100.00   100.00   100.00   100.00   100.00   100.00
November 21, 2007.................................  100.00   100.00   100.00   100.00   100.00   100.00
December 21, 2007.................................  100.00   100.00   100.00   100.00   100.00   100.00
January 21, 2008..................................  100.00   100.00   100.00   100.00   100.00   100.00
February 21, 2008.................................  100.00   100.00   100.00   100.00   100.00   100.00
March 21, 2008....................................  100.00   100.00   100.00   100.00   100.00   100.00
April 21, 2008....................................  100.00   100.00   100.00   100.00   100.00   100.00
May 21, 2008......................................  100.00   100.00   100.00   100.00   100.00   100.00
June 21, 2008.....................................  100.00   100.00   100.00   100.00   100.00   100.00
July 21, 2008.....................................  100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2008...................................  100.00   100.00   100.00   100.00   100.00   100.00
September 21, 2008................................  100.00   100.00   100.00   100.00   100.00   100.00
October 21, 2008..................................  100.00   100.00   100.00   100.00   100.00   100.00
November 21, 2008.................................  100.00   100.00   100.00   100.00   100.00   100.00
December 21, 2008.................................  100.00   100.00   100.00   100.00   100.00   100.00
January 21, 2009..................................  100.00   100.00   100.00   100.00   100.00   100.00
February 21, 2009.................................  100.00   100.00   100.00   100.00   100.00   100.00
March 21, 2009....................................  100.00   100.00   100.00   100.00   100.00   100.00
April 21, 2009....................................  100.00   100.00   100.00   100.00   100.00   100.00
May 21, 2009......................................  100.00   100.00   100.00   100.00   100.00   100.00
June 21, 2009.....................................  100.00   100.00   100.00   100.00   100.00   100.00
July 21, 2009.....................................  100.00   100.00   100.00   100.00   100.00   100.00
August 21, 2009...................................  100.00   100.00   100.00   100.00   100.00   100.00
September 21, 2009................................  100.00   100.00   100.00   100.00   100.00    97.37
October 21, 2009..................................  100.00   100.00   100.00   100.00   100.00    88.09
November 21, 2009.................................  100.00   100.00   100.00   100.00   100.00    79.26
December 21, 2009.................................  100.00   100.00   100.00   100.00    95.44    70.88
January 21, 2010..................................  100.00   100.00   100.00   100.00    87.10    62.95
February 21, 2010.................................  100.00   100.00   100.00    95.22    79.79    55.91
March 21, 2010....................................  100.00   100.00   100.00    88.00    72.79    49.25*
April 21, 2010....................................  100.00   100.00    95.63    81.05    66.10    42.97
May 21, 2010......................................  100.00   100.00    88.65    74.36    59.73    37.08
June 21, 2010.....................................  100.00   100.00    81.89    67.95    53.67    31.58
July 21, 2010.....................................  100.00    95.08    75.35    61.80    47.93*   26.46
August 21, 2010...................................  100.00    88.14    69.04    55.93    42.50    21.74
September 21, 2010................................  100.00    81.35    62.96    50.33*   37.41    17.42
October 21, 2010..................................  100.00    74.73    57.11    45.01    32.64    13.64
November 21, 2010.................................   95.03    68.27    51.49    39.98    28.19    10.19
December 21, 2010.................................   87.30    61.98    46.10*   35.22    24.08     7.08
January 21, 2011..................................   79.63    55.85    40.96    30.75    20.30     4.32
February 21, 2011.................................   72.01    49.89*   36.05    26.56    16.86     1.91
March 21, 2011....................................   65.44    44.75    31.79    22.91    13.84     0.00
April 21, 2011....................................   58.92    39.75    27.74    19.51    11.11     0.00
May 21, 2011......................................   52.45    34.89    23.90    16.36     8.66     0.00
June 21, 2011.....................................   46.03*   30.18    20.26    13.46     6.51     0.00
July 21, 2011.....................................   39.66    25.63    16.83    10.81     4.65     0.00
August 21, 2011...................................   33.34    21.22    13.62     8.42     3.09     0.00
September 21, 2011................................   27.07    16.96    10.62     6.28     1.84     0.00
October 21, 2011..................................   20.86    12.85     7.83     4.40     0.88     0.00
November 21, 2011.................................   14.69     8.90     5.27     2.78     0.24     0.00
December 21, 2011.................................    8.58     5.10     2.92     1.42     0.00     0.00
January 21, 2012..................................    2.52     1.46     0.79     0.33     0.00     0.00
February 21, 2012.................................    2.26     1.28     0.67     0.24     0.00     0.00
March 21, 2012....................................    2.00     1.11     0.56     0.17     0.00     0.00
April 21, 2012....................................    1.74     0.95     0.45     0.11     0.00     0.00
May 21, 2012......................................    1.49     0.79     0.36     0.06     0.00     0.00
June 21, 2012.....................................    1.23     0.65     0.27     0.02     0.00     0.00
July 21, 2012.....................................    0.98     0.50     0.20     0.00     0.00     0.00



                                      S-47





PAYMENT DATE                                         0.50%    1.00%    1.30%    1.50%    1.70%    2.00%
--------------------------------------------------  ------   ------   ------   ------   ------   ------

August 21, 2012...................................    0.73     0.37     0.14     0.00     0.00     0.00
September 21, 2012................................    0.49     0.24     0.08     0.00     0.00     0.00
October 21, 2012..................................    0.24     0.12     0.04     0.00     0.00     0.00
November 21, 2012.................................    0.00     0.00     0.00     0.00     0.00     0.00
Weighted Average Life To Maturity (years)(1)(2)...    4.02     3.77     3.56     3.39     3.19     2.85
Weighted Average Life To Call (years)(1)(3).......    3.85     3.53     3.32     3.11     2.93     2.63
*Month of Optional Purchase(3)....................  Jun-11   Feb-11   Dec-10   Sep-10   Jul-10   Mar-10


----------
(1)  The weighted average life of a Note is determined by (x) multiplying the
     amount of each principal payment on a Note by the number of years from the
     date of issuance of the Note to the related Payment Date, (y) adding the
     results and (z) dividing the sum by the original principal amount of the
     Note.

(2)  This calculation assumes that the servicer does not exercise its option to
     purchase the Receivables.

(3)  This calculation assumes that the servicer exercises its option to purchase
     the Receivables on the earliest Payment Date on which it is permitted.

In calculating the Expected Final Payment Date shown on the cover to this
prospectus supplement, an ABS percentage of 1.3% was utilized and the servicer's
option to purchase the Receivables was assumed to be exercised on the earliest
Payment Date on which it is permitted. The actual Payment Date on which the
class A-4 notes are paid in full may be before or after this date depending on
the actual payment experience of the Receivables.

This table has been prepared based on the assumptions herein (including the
assumptions regarding the characteristics and performance of the Receivables,
which will differ from the actual characteristics and performance thereof) and
should be read in conjunction therewith.


                                      S-48



                                  NOTE FACTORS

     The "NOTE POOL FACTOR" with respect to any class of notes will be a
seven-digit decimal indicating the principal amount of that class of notes as of
the close of business on the Payment Date in that month as a fraction of the
respective principal amount thereof as of the Closing Date. The servicer will
compute the Note Pool Factor each month for each class of notes. Each Note Pool
Factor will initially be 1.0000000 and thereafter will decline to reflect
reductions in the principal amount of each class of notes. The portion of the
principal amount of any class of notes for a given month allocable to a
noteholder can be determined by multiplying the original denomination of the
holder's note by the related Note Pool Factor for that month.

                            STATEMENTS TO NOTEHOLDERS

     Pursuant to the indenture, the sale and servicing agreement, the
administration agreement and the trust agreement (collectively, the "TRANSFER
AND SERVICING AGREEMENTS"), the noteholders will receive monthly reports
concerning the payments received on the Receivables, the Pool Balance, the
related Note Pool Factors and various other items of information pertaining to
the trust. Noteholders of record during each calendar year will be furnished
upon written request information by the indenture trustee or the owner trustee,
as appropriate, required for tax reporting purposes not later than the latest
date permitted by law. We refer you to "Description of the Transfer and
Servicing Agreements--Statements to Securityholders" in the accompanying
prospectus for a more detailed description of the reports to be sent to
noteholders.

                                 USE OF PROCEEDS

     The depositor will use the net proceeds from the sale of the notes to
purchase the Receivables from AHFC pursuant to the receivables purchase
agreement, and to fund the reserve fund and the yield supplement account.

                THE DEPOSITOR, THE ADMINISTRATOR AND THE SERVICER

     Information regarding American Honda Receivables Corp. and American Honda
Finance Corporation are set forth under the captions "The Depositor" and "The
Sponsor, Originator, Administrator and Servicer" respectively, in the
accompanying prospectus.

                                    THE NOTES

GENERAL

     The notes will be issued pursuant to the terms of the indenture, a form of
which has been filed as an exhibit to the registration statement. A copy of the
final signed indenture will be filed with the Securities and Exchange Commission
following the issuance of the notes. The following summary describes material
terms of the notes and the indenture and does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the notes and the indenture. The following summary supplements the
description of the general terms and provisions of the notes of any given series
and the related indenture set forth in the accompanying prospectus.

PAYMENTS OF INTEREST

     Each class of notes will bear interest at a fixed rate on the principal
balance of such class as set forth on the cover of this prospectus supplement
and will be due and payable to the noteholders on each Payment Date commencing
July 23, 2007.

     Interest on the outstanding principal amount of class A-1 notes will accrue
at the related interest rate from and including the most recent Payment Date on
which interest has been paid (or from and including the Closing Date with
respect to the first Payment Date) to but excluding the current Payment Date.
Interest


                                      S-49



on the class A-2, class A-3 and class A-4 notes will accrue at the related
interest rate from and including the 21st day of the month (or from and
including the Closing Date with respect to the first Payment Date) to and
excluding the 21st day of the following calendar month.

     Interest on the class A-1 notes will be calculated on the basis of the
actual number of days in the related INTEREST PERIOD divided by 360, and
interest on the class A-2, class A-3 notes and class A-4 notes will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest accrued but not paid on any Payment Date will be due on the next
Payment Date, together with interest on that amount at the applicable interest
rate (to the extent lawful). Interest payments on the notes will generally be
made from AVAILABLE AMOUNTS and from amounts on deposit in the reserve fund,
after the SERVICING FEE, non-recoverable ADVANCES and all accrued and unpaid
trustees' fees, and any amounts due to the trustees for their respective fees
and reimbursement of expenses or in respect of indemnification and other
administrative fees of the trust, but only to the extent not otherwise paid by
the administrator (which we refer to in this prospectus supplement as the "TRUST
FEES AND EXPENSES"); provided, however, that until the notes have been paid in
full or unless an event of default has occurred, the annual amount paid to the
trustees out of the Available Amounts prior to payments on the notes shall not
exceed $100,000. We refer you to "Credit Enhancement--Reserve Fund" and
"Payments on the Notes" in this prospectus supplement.

     Interest payments to holders of the class A-1 notes, the class A-2 notes,
the class A-3 notes and the class A-4 notes will have the same priority. If
there are insufficient Available Amounts after payment of trust obligations with
higher priorities, the amount available for interest payments could be less than
the amount of interest payable on the notes on any Payment Date. In this case
the holders of the notes will receive their ratable share (based upon the
aggregate amount of interest due to that class) of the aggregate amount
available to be distributed in respect of interest on the notes.

PAYMENTS OF PRINCIPAL

     The final scheduled payment date and expected final payment date for each
class of notes are set forth on the cover of this prospectus supplement.
Payments of principal on each Payment Date will be made only to the extent of
Available Amounts and the failure to pay principal in full on a class of notes
will result in an event of default only on the related final scheduled payment
date for such class. Until the notes have been paid in full, principal payments
to noteholders will be made on each Payment Date in the amount and order of
priority described in this prospectus supplement under "Payments on the
Notes--Payment of Distributable Amounts." On each Payment Date, principal of the
notes will be payable generally in an amount equal to the NOTEHOLDERS'
PERCENTAGE of the PRINCIPAL DISTRIBUTABLE AMOUNT. Principal payments on the
notes will be made from Available Amounts after the Servicing Fee,
non-recoverable Advances and Trust Fees and Expenses have been paid and after
the NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT has been distributed.
Notwithstanding the foregoing, if amounts actually allocated to the noteholders
on any Payment Date is less than the NOTEHOLDERS' DISTRIBUTABLE AMOUNT, funds
will be withdrawn from the reserve fund so that an amount equal to the
Noteholders' Distributable Amount may be allocated to the noteholders.

     Principal payments will be allocated among the notes so that no principal
payments will be made on:

          o    the class A-2 notes until the class A-1 notes have been paid in
               full;

          o    the class A-3 notes until the class A-1 notes and class A-2 notes
               have been paid in full; and

          o    the class A-4 notes until the class A-1 notes, class A-2 notes
               and class A-3 notes have been paid in full.

     Notwithstanding the foregoing, on each Payment Date after the acceleration
of the notes following an event of default, the notes will receive 100% of the
Principal Distributable Amount until the notes are paid in full. That Principal
Distributable Amount will be paid first to holders of record of each of the
class A-1


                                      S-50



notes until the class A-1 notes have been paid in full. After the class A-1
notes have been paid in full principal payments will be made to the class A-2
notes, the class A-3 notes and the class A-4 notes on a pro rata basis, based on
the principal balance of each class of outstanding notes. Beginning on the
Payment Date on which the notes have been paid in full, the remainder of the
Principal Distributable Amount, if any, and on each subsequent Payment Date,
100% of the Principal Distributable Amount, will be paid to the holders of
record of the certificates until the certificates have been paid in full. We
refer you to "The Notes--The Indenture--Events of Default; Rights Upon Event of
Default" in the accompanying prospectus for a more detailed description of what
would constitute an event of default.

     The actual Payment Date on which the outstanding principal amount of any
class of notes is paid may be significantly earlier than its Final Scheduled
Payment Date based on a variety of factors, including the factors described
under "Weighted Average Life of the Securities" in the accompanying prospectus.

     If the principal amount of a class of notes has not been paid in full on or
prior to the related Final Scheduled Payment Date shown on the front cover of
this prospectus supplement, the Noteholders' Principal Distributable Amount for
that Payment Date will, to the extent the remaining Available Amounts are
sufficient, include an amount sufficient to reduce the unpaid principal amount
of that class of notes to zero on that Payment Date. We refer you to "Payment on
the Notes--Payment of Distributable Amounts" in this prospectus supplement.

     After all amounts due and owed to the noteholders and the
certificateholders have been paid in full (together with any unpaid Trust Fees
and Expenses) the depositor will be entitled to any remaining Available Amounts
from the collection account.

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT.

     Upon an event of default under the indenture, the noteholders will have the
rights set forth in the prospectus under "The Notes--Indenture--Events of
Default; Rights Upon Event of Default." The indenture trustee may sell the
Receivables subject to certain conditions set forth in the indenture following
an event of default, including a default in the payment of any principal on any
note or a default for five days or more in the payment of any interest on any
note. In the case of an event of default not involving any such default in
payment, the indenture trustee is prohibited from selling the Receivables unless
one of the conditions set forth in the accompanying prospectus under "The
Notes--Indenture--Events of Default; Rights Upon Event of Default" has been
satisfied.

     The Trust Indenture Act of 1939, as amended (which we refer to in this
prospectus supplement as the "TIA") requires that upon the occurrence of an
Event of Default, the indenture trustee will be required to resign, and a
replacement indenture trustee will be appointed, if, within one year of such
Event of Default, the indenture trustee, or any of its directors or executive
officers, is, or is affiliated with, an underwriter (as defined in the TIA) of
any of the notes.

NOTICES

     Noteholders will be notified in writing by the indenture trustee of any
event of default, SERVICER DEFAULT or termination of, or appointment of a
successor to, the servicer promptly upon a responsible officer of the indenture
trustee obtaining actual knowledge of these events.

     If notes are issued other than in book-entry form, those notices will be
mailed to the addresses of noteholders as they appear in the register maintained
by the indenture trustee prior to mailing.

     Those notices will be deemed to have been given on the date of that
publication or mailing.


                                      S-51



GOVERNING LAW

     The indenture and the notes are governed by and shall be construed in
accordance with the laws of the State of New York applicable to agreements made
in and to be performed wholly within that jurisdiction.

MINIMUM DENOMINATIONS

     The notes of each class shall be issued in U.S. Dollars in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof. The
notes will be issued in book-entry form and will be registered in the name of
Cede & Co., as the nominee of The Depository Trust Company, the clearing agency.

                                THE CERTIFICATES

GENERAL

     The certificates are not being offered pursuant to this prospectus
supplement and all information presented regarding the certificates is given to
further a better understanding of the notes. The certificates will be issued
pursuant to the terms of the trust agreement, a form of which has been filed as
an exhibit to the registration statement. A copy of the final signed trust
agreement will be filed with the Securities and Exchange Commission following
the issuance of the securities. The certificates will evidence undivided
ownership interests in the trust created pursuant to the trust agreement.

     The following summary describes material terms of the certificates and the
trust agreement. The summary is qualified in its entirety by reference to, all
the provisions of the certificates and the trust agreement. The following
summary supplements the description of the general terms and provisions of the
certificates of any given series and the related trust agreement set forth in
the accompanying prospectus.

PAYMENTS OF INTEREST

     Interest on the outstanding principal balance of the certificates will
accrue during each Interest Period at a fixed rate of interest equal to 0.00%
per annum (which we refer to in this prospectus supplement as the "PASS THROUGH
RATE") and will be payable to the certificateholders on the related Payment
Date.

     Interest due on a Payment Date will accrue during the related Interest
Period and will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Interest distributions with respect to the certificates
generally will be made from Available Amounts after:

          o    payment of the Servicing Fee;

          o    payment of accrued and unpaid Trust Fees and Expenses to the
               trustees; provided that, until the notes have been paid in full
               or unless an event of default has occurred, the annual amount
               paid to the trustees out of the Available Amount allocation
               described herein shall not exceed $100,000; and

          o    distribution of the Noteholders' Distributable Amounts to the
               Noteholders.

     We refer you to "Payments on the Notes--Payment of Distributable Amounts"
in this prospectus supplement.

     Interest payments due for any Payment Date but not paid on that Payment
Date will be due on the next Payment Date increased by an amount equal to
interest accrued on that amount at the Pass Through Rate (to the extent lawful).


                                      S-52



PAYMENTS OF PRINCIPAL

     No principal payments will be made on the certificates until the class A-1
and class A-2 notes have been paid in full. Thereafter, principal payments of
the certificates will be made on each Payment Date from Available Amounts after
payments of the Servicing Fee, Trust Fees and Expenses, the Noteholders'
Interest Distributable Amount, the Noteholders' Percentage of the Principal
Distributable Amount, and payment of interest, if any, on the certificates.

     Notwithstanding the foregoing, on each Payment Date after the acceleration
of the notes following an event of default, the certificates will not receive
any of the Principal Distributable Amount until all of the notes have been paid
in full.

GOVERNING LAW

     The trust agreement and the certificates are governed by and shall be
construed in accordance with the laws of the State of Delaware applicable to
agreements made in and to be performed wholly within that jurisdiction.

                              PAYMENTS ON THE NOTES

     On or before the 16th calendar day of each month (or, if the 16th day is
not a business day, the next succeeding business day) (which we refer to in this
prospectus supplement as the "DETERMINATION DATE"), the servicer will inform the
owner trustee and the indenture trustee of, among other things, the amount of
funds collected on or in respect of the Receivables, the amount of Advances to
be made by and reimbursed to the servicer and the Servicing Fee and other
servicing compensation payable to the servicer, in each case with respect to the
immediately preceding COLLECTION PERIOD. On or prior to each Payment Date, the
servicer will also determine the following:

          o    Available Amounts;

          o    Noteholders' Interest Distributable Amount;

          o    CERTIFICATEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT;

          o    Principal Distributable Amount;

          o    YIELD SUPPLEMENT WITHDRAWAL AMOUNT, if any; and

          o    based on the available funds and other amounts available for
               payment on the related Payment Date as described below, the
               amount to be distributed to the noteholders and
               certificateholders.

     The indenture trustee or the issuing entity, as the case may be, will make
payments to the noteholders and certificateholders in accordance with such
information provided by the servicer out of the amounts on deposit in the
collection account. The amounts to be distributed to the noteholders and
certificateholders will be determined in the manner described below.

PAYMENT OF DISTRIBUTABLE AMOUNTS

     Prior to each Payment Date, the servicer will calculate the amount to be
distributed to the noteholders and certificateholders. On each Payment Date, the
servicer will allocate amounts on deposit in the collection account with respect
to the related Collection Period as described below and will instruct the
indenture trustee to make the following payments and distributions from amounts
on deposit in the collection account in the following amounts and order of
priority:

          o    first, to the servicer, the Servicing Fee, including any unpaid
               Servicing Fees with respect to one or more prior Collection
               Periods, and non-recoverable Advances;


                                      S-53



          o    second, to the trustees, any accrued and unpaid Trust Fees and
               Expenses, in each case to the extent such Trust Fees and Expenses
               have not been previously paid by the administrator provided that,
               until the notes have been paid in full, the annual amount paid to
               the trustees out of the Available Amount allocation described in
               this clause second shall not exceed $100,000 unless an event of
               default has occurred;

          o    third, to the noteholders, the Noteholders' Interest
               Distributable Amount, from remaining Available Amounts;

          o    fourth, to the noteholders, the Noteholders' Principal
               Distributable Amount, from remaining Available Amounts;

          o    fifth, to the certificateholders, the Certificateholders'
               Interest Distributable Amount, from remaining Available Amounts;

          o    sixth, after the class A-1 and class A-2 notes have been paid in
               full, to the certificateholders, the Certificateholders'
               Principal Distributable Amount from remaining Available Amounts;

          o    seventh, to the reserve fund, from Available Amounts remaining,
               if any, the amount necessary to cause the amount on deposit in
               that account to equal the Specified Reserve Fund Balance;

          o    eighth, from remaining Available Amounts, to the trustees, any
               accrued and unpaid Trust Fees and Expenses, in each case to the
               extent such Trust Fees and Expenses have not been previously paid
               by the administrator or pursuant to priority second above; and

          o    ninth, any Available Amounts remaining, to the depositor.

     The Noteholders' Principal Distributable Amount will be allocated among the
notes as described above under "The Notes--Payments of Principal."

                               CREDIT ENHANCEMENT

     The protection afforded to the noteholders will be effected both by the
preferential right of the noteholders to receive, to the extent described in
this prospectus supplement, current distributions on the Receivables, the
establishment of the reserve fund, amounts on deposit in the yield supplement
account, and the subordination of the certificateholders' and the depositor's
right to receive distributions.

SUBORDINATION

     The rights of the certificateholders to receive payments on the Receivables
will be subordinated to the rights of the noteholders. The depositor is entitled
to receive payments of interest collected on the Receivables and deposited in
the collection account with respect to the related Collection Period, which are
not used by the trust to make other required payments. The depositor's right to
receive this excess interest is subordinated to the payment of principal and
interest on the notes and interest, if any on the certificates, and the funding
of the reserve fund.

RESERVE FUND

     The reserve fund will be a segregated non-interest bearing trust account in
the name of the indenture trustee. The reserve fund will be created with an
initial deposit by the depositor on the Closing Date of an amount equal to
$3,008,928.46 (which we refer to in this prospectus supplement as the "RESERVE
FUND INITIAL DEPOSIT"). The reserve fund will thereafter be funded by the
deposit therein of all Available Amounts, if any, remaining after the payment of
trust obligations with higher payment priorities, on each Payment Date to the
extent necessary to restore or bring the amounts on deposit in the reserve fund
to the Specified Reserve Fund Balance.


                                      S-54



     Amounts held from time to time in the reserve fund (and the yield
supplement account) will continue to be held for the benefit of noteholders and
certificateholders and may be invested in ELIGIBLE INVESTMENTS. Investment
income on those investments (net of losses and expenses) will be paid to the
depositor, upon the direction of the servicer, to the extent that funds on
deposit in the reserve fund exceed the Specified Reserve Fund Balance. If the
amount on deposit in the reserve fund on any Payment Date (after giving effect
to all deposits to and withdrawals from the reserve fund on that Payment Date)
is greater than the Specified Reserve Fund Balance for that Payment Date,
subject to limitations set forth in the Transfer and Servicing Agreements, the
indenture trustee will distribute any excess amounts remaining thereafter to the
depositor. The noteholders will not have any rights in, or claims to, amounts
distributed to the certificateholders or to the depositor.

     The servicer may, from time to time after the date of this prospectus
supplement, request each rating agency to approve a formula for determining the
Specified Reserve Fund Balance that is different from those described above or
change the manner by which the reserve fund is funded. If each rating agency
delivers a letter to the trustees to the effect that the use of any new formula
will not result in a qualification, reduction or withdrawal of its then-current
rating of any class of the notes, then the Specified Reserve Fund Balance will
be determined in accordance with the new formula. The sale and servicing
agreement will accordingly be amended, without the consent of any noteholder, to
reflect the new calculation.

     Amounts held from time to time in the reserve fund will be held for the
benefit of the noteholders and certificateholders. On each Payment Date, funds
will be withdrawn from the reserve fund to the extent that (a) the amount on
deposit in the note distribution account with respect to such Payment Date is
less than the sum of the Noteholders' Distributable Amount and will be deposited
in the note distribution account for distribution to the noteholders or (b) the
amount on deposit in the certificate distribution account with respect to such
Payment Date is less than the sum of the Certificateholders' Distributable
Amount and will be deposited in the certificate distribution account for
distribution to the certificateholders.

     None of the noteholders, the certificateholders, any trustee, the servicer
or the depositor will be required to refund any amounts properly distributed or
paid to them, whether or not there are sufficient funds on any subsequent
Payment Date to make full distributions to the noteholders.

YIELD SUPPLEMENT ACCOUNT

     On or prior to the Closing Date, a yield supplement account, which is a
non-interest bearing trust account, will be established with the indenture
trustee for the benefit of the noteholders and the certificateholders. The yield
supplement account is designed primarily to supplement the interest collections
on the Receivables that have APRs which are less than the Required Rate (which
we refer to in this prospectus supplement as the "DISCOUNT RECEIVABLES"). The
yield supplement account will be funded by the depositor on the Closing Date
with an initial deposit equal to $27,708,424.57 (which we refer to in this
prospectus supplement as the "YIELD SUPPLEMENT ACCOUNT DEPOSIT").

     On the business day prior to each Payment Date (which we refer to in this
prospectus supplement as the "DEPOSIT DATE"), the indenture trustee shall
withdraw the YIELD SUPPLEMENT WITHDRAWAL AMOUNT from monies on deposit in the
yield supplement account and deposit such amount into the collection account to
be included in amounts distributed on the related Payment Date.

     On each Payment Date, the amount required to be on deposit in the yield
supplement account will decline and be equal to the present value of the sum of
all YIELD SUPPLEMENT AMOUNTS for all future Payment Dates, assuming that future
scheduled payments on the Discount Receivables are made on the date on which
they are scheduled as being due. The amount on deposit in the yield supplement
account will decrease as payments are made with respect to the Yield Supplement
Amount and funds in excess of the maximum required balance are released.

     The reserve fund, the yield supplement account, and the subordination of
the certificates are intended to enhance the likelihood of receipt by
noteholders of the full amount of principal and interest due them and to


                                      S-55



decrease the likelihood that the noteholders will experience losses. The reserve
fund and the yield supplement account are also intended to enhance the
likelihood of receipt by certificateholders of the full amount of principal and
interest due them and to decrease the likelihood that the certificateholders
will experience losses. However, the reserve fund could be depleted. In
addition, the amount on deposit in the yield supplement account will be reduced
over time as shown above and amounts on deposit therein are limited to
supplemental payments with respect to Discount Receivables and for no other
purposes. If the amount required to be deposited into or required to be
withdrawn from the reserve fund to cover shortfalls in collections on the
Receivables exceeds the amount of available cash in the reserve fund,
noteholders and certificateholders could incur losses or suffer a temporary
shortfall in the amounts distributed to the Noteholders or certificateholders.

NO OVERCOLLATERALIZATION

     On the Closing Date, the outstanding principal balance of the Receivables
will be approximately equal to the aggregate initial principal balance of the
notes and the Initial Certificate Balance. While undercollateralization may
occur at any time if charge-offs on the Receivables are larger than amounts on
deposit in the reserve fund, no excess amounts will be retained by the trust to
build overcollateralization.

              DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

THE TRANSFER AND SERVICING AGREEMENTS

     The description of the terms of the Transfer and Servicing Agreements in
this prospectus supplement does not purport to be complete and is subject to,
and qualified in its entirety by reference to, all the provisions of the
Transfer and Servicing Agreements. Forms of the Transfer and Servicing
Agreements have been filed as exhibits to the Registration Statement. Copies of
the final signed Transfer and Servicing Agreements will be filed as a current
report on Form 8-K with the Securities and Exchange Commission in a timely
manner following the issuance of the securities. We refer you to "Where You Can
Find More Information About Your Securities--The Depositor" in the accompanying
prospectus for additional information regarding reports required to be filed by
the Depositor.

SALE AND ASSIGNMENT OF RECEIVABLES

     Information with respect to the conveyance of the Receivables from the
depositor to the trust on the Closing Date pursuant to the sale and servicing
agreement is set forth under "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" in the accompanying prospectus.

ACCOUNTS

     In addition to the accounts referred to under "Description of the Transfer
and Servicing Agreements--Accounts" in the accompanying prospectus, the servicer
will also establish and will maintain with the indenture trustee:

          o    the reserve fund in the name of the indenture trustee on behalf
               of the noteholders; and

          o    the yield supplement account in the name of the indenture trustee
               on behalf of the noteholders and the certificateholders.

COLLECTIONS

     The servicer will deposit all payments on Receivables received from
Obligors and all proceeds of Receivables collected during each Collection Period
into the collection account not later than two business days after receipt.
However, so long as AHFC is the servicer, if each condition to making monthly
deposits


                                      S-56



as may be required by the sale and servicing agreement (including the
satisfaction of specified ratings criteria by AHFC or AHFC obtaining a letter of
credit or similar agreement and the absence of any Servicer Default) is
satisfied, the servicer may retain such amounts until the related Deposit Date.
The servicer or the depositor, as the case may be, will remit the aggregate
WARRANTY PURCHASE PAYMENTS and ADMINISTRATIVE PURCHASE PAYMENTS of Receivables
to be purchased from the trust into the collection account on or before each
Deposit Date. All decisions regarding deposits and withdrawals from the
collection account will be made by the servicer and will not be independently
verified.

     The servicer will be entitled to withhold, or to be reimbursed from amounts
otherwise payable into or on deposit in the collection account, amounts
previously deposited in the collection account but later determined to have
resulted from mistaken deposits or postings. Except in certain circumstances
described in the sale and servicing agreement, pending deposit into the
collection account, collections may be invested by the servicer at its own risk
and for its own benefit and will not be segregated from its own funds. We refer
you to "Description of the Transfer and Servicing Agreements--Collections" in
the accompanying prospectus.

     Collections on or in respect of a Receivable made during a Collection
Period (including Warranty Purchase Payments and Administrative Purchase
Payments) will be applied first to interest accrued to date, second to principal
until the principal balance is brought current, third to reduce the unpaid late
charges as provided in the Receivable and finally to prepay principal of the
Receivable. We refer you to "Description of the Transfer and Servicing
Agreements--Collections" in the accompanying prospectus.

     Collections on or in respect of a Receivable made during a Collection
Period which are not late fees, prepayment charges, extension fees or certain
other similar fees or charges will be applied first to any outstanding Advances
made by the servicer with respect to such Receivable, and then to the related
SCHEDULED PAYMENT. Any collections on or in respect of a Receivable remaining
after such applications will be considered an "EXCESS PAYMENT." Excess Payments
constituting a prepayment in full of the related Receivable will be applied as a
prepayment in full of such Receivable and all other Excess Payments on
Precomputed Receivables will be held by the servicer as a PAYMENT AHEAD (or if
the servicer has not satisfied particular requirements, deposited in the
PAYAHEAD ACCOUNT) and on Simple Interest Receivables will be applied as a
partial prepayment.

     On each Deposit Date, the indenture trustee will cause (1) Payments Ahead
previously deposited in the Payahead Account or held by the servicer in respect
of the related Collection Period to be transferred to the collection account and
(2) any Yield Supplement Withdrawal Amount to be deposited into the collection
account.

ADVANCES

     On each Deposit Date, the servicer will make a payment (as an Advance) into
the collection account for each Simple Interest Receivable of an amount equal to
the product of the principal balance of the Receivable as of the first day of
the related Collection Period and one-twelfth of its APR minus the amount of
interest (and principal in the case of a Precomputed Receivable) actually
received on the Receivable during the Collection Period. If the calculation
results in a negative number, an amount equal to the negative amount will be
paid to the servicer in reimbursement of outstanding Advances. In addition, if a
Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid
interest on that Receivable (but not including interest for the current
Collection Period) will, up to the amount of outstanding Advances in respect
thereof, be withdrawn from the collection account and paid to the servicer in
reimbursement of the outstanding Advances. The servicer will not be required to
make any Advances (other than the Advance of an interest shortfall arising from
a prepaid Receivable) to the extent that it does not expect to recoup the
Advance from subsequent collections or recoveries, which we refer to as a
"NON-RECOVERABLE ADVANCE." The servicer will make all Advances by depositing
into the collection account an amount equal to the aggregate of the Advances on
Precomputed Receivables and Simple Interest Receivables (which are calculated
using different methods as shown above) in respect of a Collection Period on the
business day


                                      S-57



immediately preceding the related Payment Date. We refer you to "Description of
the Transfer and Servicing Agreements--Advances" in the accompanying prospectus.

SERVICING COMPENSATION

     The Servicing Fee, together with any previously unpaid Servicing Fees, will
be paid to the servicer on each Payment Date solely to the extent of Available
Amounts. The servicer will be entitled to collect and retain as additional
servicing compensation in respect of each Collection Period any late fees,
prepayment charges and any other administrative fees and expenses or similar
charges collected during that Collection Period, plus any investment earnings or
interest earned during that Collection Period from the investment of monies on
deposit in the collection account, the Payahead Account and the Note
Distribution Account. We refer you to "Description of the Transfer and Servicing
Agreements--Collections" in this prospectus supplement and "Description of the
Transfer and Servicing Agreements--Servicing Compensation" in the accompanying
prospectus. The servicer will be paid the Servicing Fee for each Collection
Period on the following Payment Date related to that Collection Period. However,
if it is acceptable to each rating agency without a reduction in the rating of
each class of notes, the Servicing Fee in respect of a Collection Period
(together with any portion of the Servicing Fee that remains unpaid from prior
Payment Dates) will be paid at the beginning of that Collection Period out of
collections of interest on the Receivables for that Collection Period. The
Servicing Fee will be paid from Available Amounts allocable to interest prior to
the payment of the Noteholders' Distributable Amounts or Certificateholders'
Distributable Amounts.

NET DEPOSITS

     As an administrative convenience and as long as specified conditions are
satisfied, for so long as AHFC is the servicer, AHFC will be permitted to make
the deposit of collections, aggregate Advances and amounts deposited in respect
of purchases of Receivables by the depositor or the servicer for or with respect
to the related Collection Period net of payments to be made to the servicer with
respect to that Collection Period. The servicer, however, will account to the
owner trustee and to the noteholders as if all of the foregoing deposits and
payments were made individually. We refer you to "Description of the Transfer
and Servicing Agreements--Net Deposits" in the accompanying prospectus.

OPTIONAL PURCHASE

     The outstanding notes will be redeemed in whole, but not in part, on any
Payment Date on which the servicer or any successor to the servicer exercises
its option to purchase the Receivables. The servicer or any successor to the
servicer may purchase the Receivables when the Pool Balance shall have declined
to 10% or less of the Pool Balance as of the Cutoff Date, as described in the
accompanying prospectus under "Description of the Transfer and Servicing
Agreements--Termination." The "REDEMPTION PRICE" for the outstanding notes will
be equal to the unpaid principal amount of the outstanding notes plus accrued
and unpaid interest on the notes, and for the certificates will equal the unpaid
principal amount of the certificates on the date of the optional purchase plus
accrued and unpaid interest on the certificates.

REMOVAL OF SERVICER

     The indenture trustee or noteholders evidencing not less than 25% of the
voting interests of the notes then outstanding, may terminate the rights and
obligations of the servicer under the sale and servicing agreement upon the
occurrence of most Servicer Defaults; however, the issuer may terminate such
rights and obligations of the servicer if the servicer fails to timely provide
certain reports, certifications or other such information, under the
circumstances set forth in the sale and servicing agreement.

     Under those circumstances, authority and power shall, without further
action, pass to and be vested in the indenture trustee or a successor servicer
appointed by the indenture trustee under the sale and servicing agreement. The
indenture trustee or successor servicer will succeed to all the
responsibilities, duties and liabilities of the servicer in its capacity under
the sale and servicing agreement and will be entitled to similar


                                      S-58



compensation arrangements. If, however, the servicer becomes a debtor in
bankruptcy or, if not eligible to be a debtor in bankruptcy, becomes the subject
of insolvency proceedings, and no Servicer Default other than the commencement
of bankruptcy or insolvency proceedings has occurred, that indenture trustee or
the noteholders (or certificateholders) may not be able to effect a transfer of
servicing. In the event that the indenture trustee is unwilling or unable so to
act, it may appoint or petition a court of competent jurisdiction to appoint a
successor with a net worth of at least $50,000,000 and whose regular business
includes the servicing of motor vehicle receivables. The indenture trustee may
make such arrangements for compensation to be paid, which in no event may be
greater than the servicing compensation paid to the servicer under the sale and
servicing agreement. Notwithstanding such termination, the servicer shall be
entitled to payment of certain amounts payable to it prior to such termination,
for services rendered prior to such termination. Upon payment in full of the
principal and interest on the notes, the certificateholders will succeed to the
rights of the noteholders with respect to removal of the servicer.

DUTIES OF THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE

     The owner trustee will make no representations as to the validity or
sufficiency of the trust agreement, the certificates (other than the
authentication of the certificates), the notes or of any Receivables or related
documents and is not accountable for the use or application by the depositor or
the servicer of any funds paid to the depositor or the servicer in respect of
the notes, the certificates or the Receivables, or the investment of any monies
by the servicer before those monies are deposited into the collection account.
The owner trustee will not independently verify the Receivables. The owner
trustee is required to perform only those duties specifically required of it
under the trust agreement. In addition to making distributions to the
certificateholders, those duties generally are limited to the receipt of the
various certificates, reports or other instruments required to be furnished to
the owner trustee under the trust agreement, in which case it will only be
required to examine them to determine whether they conform to the requirements
of the trust agreement. The owner trustee shall not be charged with knowledge of
a failure by the servicer to perform its duties under the trust agreement or the
sale and servicing agreement which failure constitutes a Servicer Default unless
a responsible officer of the owner trustee obtains actual knowledge of the
failure as specified in the trust agreement.

     The owner trustee will be under no obligation to exercise any of the rights
or powers vested in it by the trust agreement or to make any investigation of
matters arising under the trust agreement or to institute, conduct or defend any
litigation under the trust agreement or in relation thereto at the request,
order or direction of any of the certificateholders, unless those
certificateholders have offered to the owner trustee security or indemnity
reasonably satisfactory to the owner trustee against the costs, expenses and
liabilities that may be incurred by the owner trustee in connection with the
exercise of those rights.

     The Delaware trustee has been appointed solely for the purpose of complying
with the requirement of the Delaware Statutory Trust Statute that the trust have
one trustee, which, in the case of a natural person, is a resident of the State
of Delaware, or which in all other cases, has its principal place of business in
the State of Delaware. The duties and responsibilities of the Delaware trustee
shall be limited solely to the execution and delivery of all documents and
certificates to form and maintain the existence of the trust under the Delaware
Statutory Trust Statute. Except for the purpose of the foregoing sentence, the
Delaware trustee shall not be deemed a trustee and shall have no management
responsibilities or owe any fiduciary duties to the trust, the depositor or any
beneficial owner.

     The indenture trustee will make no representations as to the validity or
sufficiency of the indenture, the certificates, the notes (other than
authentication of the notes) or of any Receivables or related documents, and is
not accountable for the use or application by the depositor or the servicer of
any funds paid to the depositor or the servicer in respect of the notes, the
certificates or the Receivables, or the investment of any monies by the servicer
before those monies are deposited into the collection account. The indenture
trustee will not independently verify the Receivables. If no event of default or
Servicer Default has occurred, the indenture trustee is required to perform only
those duties specifically required of it under the indenture. In addition to
making distributions to the noteholders, those duties generally are limited to
the receipt of the


                                      S-59



various certificates, reports or other instruments required to be furnished to
the indenture trustee under the indenture, in which case it will only be
required to examine them to determine whether they conform to the requirements
of the indenture under certain circumstances. The indenture trustee will also
mail each year to all Noteholders, solely to the extent required by the TIA, a
brief report relating to its eligibility and qualification to continue as
indenture trustee under the indenture and other information relating to the
Receivables. For additional information regarding such reports, see "The
Notes--The Indenture" in the accompanying prospectus.

     The indenture trustee shall not be charged with knowledge of a failure by
the servicer to perform its duties under the trust agreement, the sale and
servicing agreement or the administration agreement which failure constitutes an
event of default or Servicer Default unless a responsible officer of the
indenture trustee obtains actual knowledge of the failure as specified in the
indenture. The indenture trustee will be under no obligation to exercise any of
the rights or powers vested in it by the indenture or to make any investigation
of matters arising under the indenture or to institute, conduct or defend any
litigation under the indenture or in relation thereto at the request, order or
direction of any of the noteholders, unless those noteholders have offered to
the indenture trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred by the indenture trustee in
connection with the exercise of those rights. No noteholder will have any right
under the indenture to institute any proceeding with respect to the indenture,
other than with respect to the failure by the depositor or the servicer, as
applicable, to remit payment, unless that noteholder previously has given to the
indenture trustee written notice of the event of default and (1) the event of
default arises from the servicer's failure to remit payments when due or (2) the
holders of the notes evidencing not less than 25% of the voting interests of the
notes, voting together as a single class, have made written request upon the
indenture trustee to institute that proceeding in its own name as the indenture
trustee under the indenture and have offered to the indenture trustee reasonable
indemnity and the indenture trustee for 60 days has neglected or refused to
institute that proceeding.

THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE

     The Bank of New York will be the owner trustee under the trust agreement.
As a matter of Delaware law, the trust will be viewed as a separate legal
entity, distinct from the owner trustee, and the trust will be viewed as the
issuing entity of the certificates. The Bank of New York (Delaware) will be the
Delaware trustee under the Trust Agreement. Union Bank of California, N.A. will
be the indenture trustee under the indenture. The owner trustee, the indenture
trustee and any of their respective affiliates may hold certificates in their
own names or as pledgees.

     For the purpose of meeting the legal requirements of some jurisdictions,
the servicer and the owner trustee or the servicer and the indenture trustee, in
each case acting jointly (or in some instances, the owner trustee or the
indenture trustee acting alone), will have the power to appoint co-trustees or
separate trustees of all or any part of the trust. In the event of an
appointment of co-trustees or separate trustees, all rights, powers, duties and
obligations conferred or imposed upon the owner trustee by the sale and
servicing agreement and the trust agreement or the indenture trustee by the
indenture will be conferred or imposed upon the owner trustee or the indenture
trustee and each of their respective separate trustees or co-trustees jointly,
or, in any jurisdiction in which the owner trustee or the indenture trustee will
be incompetent or unqualified to perform specified acts, singly upon that
separate trustee or co-trustee who will exercise and perform those rights,
powers, duties and obligations solely at the direction of the owner trustee or
the indenture trustee.

     The owner trustee and the indenture trustee may resign at any time, in
which event the servicer will be obligated to appoint a successor thereto. The
servicer may also remove the owner trustee or the indenture trustee if either
ceases to be eligible to continue as trustee under the trust agreement or the
indenture, as the case may be, becomes legally unable to act or becomes
insolvent. In those circumstances, the servicer will be obligated to appoint a
successor owner trustee or indenture trustee, as applicable. Any resignation or
removal of the owner trustee or the indenture trustee and appointment of a
successor thereto will not become effective until acceptance of the appointment
by the successor.


                                      S-60



     The administrator will be obligated to pay the fees of the owner trustee,
the Delaware trustee and the indenture trustee in connection with their duties
under the trust agreement and indenture, respectively. The owner trustee, the
Delaware trustee and the indenture trustee will be entitled to indemnification
by AHFC (as custodian of the receivable files or as administrator on behalf of
the issuer) and the issuer for, and will be held harmless against, any loss,
liability, fee, disbursement or expense (including expenses due to either
trustee's removal and/or resignation in accordance with the indenture or trust
agreement, as applicable) incurred by the owner trustee, the Delaware trustee or
the indenture trustee not resulting from its own willful misfeasance, bad faith
or negligence (in the case of the indenture trustee) or gross negligence (in the
case of the Delaware trustee or the owner trustee) (other than by reason of a
breach of any of its representations or warranties set forth in the trust
agreement or the indenture, as the case may be). The depositor and the servicer
will be obligated to indemnify the owner trustee, the Delaware trustee and the
indenture trustee for specified taxes that may be asserted in connection with
the transaction.

FEES AND EXPENSES

     The table below sets forth the fees and expenses payable by the trust on
each payment date.

PARTY                  AMOUNT
-----                  ------
Servicer(1)            One-twelfth of 1.00% multiplied by the outstanding
                       principal balance of the Receivables as of the first day
                       of the related collection period.

Indenture Trustee(2)   $5,000 per annum

Owner Trustee(2)       $4,000 per annum

----------
(1)  To be paid before any amounts are distributed to noteholders.

(2)  To be paid by the administrator. In the event the administrator does not
     fulfill its payment obligations such fees, expenses and indemnities will be
     paid before any amounts are distributed to noteholders, but so long as
     notes are outstanding only up to an aggregate amount equal to $100,000 per
     annum and any remainder will be paid after all amounts due and owed to
     noteholders and certificateholders are paid on such payment date, provided
     that if an event of default occurs, such $100,000 limitation will not
     apply.

                                LEGAL PROCEEDINGS

     To the knowledge of the sponsor and the depositor, there are no legal
proceedings pending, or governmental proceedings contemplated, against the
sponsor, the depositor, any of the trustees or the trust that would be material
to holders of any notes or certificates.

                        MATERIAL INCOME TAX CONSEQUENCES

     The following is a general discussion of the material federal income tax
and California tax considerations of the purchase, ownership and disposition of
the notes. The discussion is based upon law, regulations, rulings and decisions
now in effect, all of which are subject to change. The discussion below does not
purport to deal with all federal tax and California tax considerations
applicable to all categories of investors. It is recommended that investors
consult their own tax advisors in determining the federal, state, local and any
other tax consequences to them of the purchase, ownership and disposition of the
notes. We refer you to "Material Income Tax Consequences--Tax Treatment of Owner
Trusts" and "--Material State Tax Consequences With Respect to Owner Trusts" in
the accompanying prospectus.

     Under current law and assuming execution of, and compliance with, the
indenture and the trust agreement, in the opinion of McKee Nelson LLP, tax
counsel to the trust, (i) the notes will be characterized as debt for federal
income tax purposes, and (ii) the trust will not be characterized as an
association (or a publicly traded partnership) taxable as a corporation for
federal income and California state franchise and income tax purposes.


                                      S-61



TAX CHARACTERIZATION OF THE TRUST

     The depositor and the servicer will agree, and the beneficial owners of the
certificates (which we refer to in this prospectus supplement as the
"CERTIFICATE OWNERS") will agree by their purchase of the certificates, to treat
the trust (i) as a partnership for purposes of federal and state income tax,
franchise tax and any other tax measured in whole or in part by income, with the
assets of the partnership being the assets held by the trust, the partners of
the partnership being the Certificate Owners, and the notes being debt of the
partnership, or (ii) if the depositor owns all of the certificates and none of
the notes are characterized as equity interests in the trust, as disregarded as
an entity separate from the depositor for purpose of federal and state income
tax, franchise tax and any other tax measured in whole or in part by income,
with the assets of the trust and the notes treated as assets and indebtedness of
the Certificate Owner. However, the proper characterization of the arrangement
involving the trust, the notes, the depositor and the servicer is not clear
because there is no authority on transactions closely comparable to the
transaction described in this prospectus supplement.

     If the trust were taxable as a corporation for federal income tax purposes,
it would be subject to corporate income tax on its taxable income. The trust's
taxable income would include all its income on the related Receivables, which
may be reduced by its interest expense on some or all classes of the notes. Any
such corporate income tax could materially reduce cash available to make
payments on the notes and distributions on the certificates, and the Certificate
Owners could be liable for any such tax that is unpaid by the trust.

TREATMENT OF THE NOTES AS INDEBTEDNESS

     The depositor, any Certificateholders and the Certificate Owners will
agree, and the beneficial owners of the notes (which we refer to in this
prospectus supplement as the "NOTE OWNERS") will agree by their purchase of the
notes, to treat the notes as debt for purposes of federal and state income tax,
franchise tax and any other tax measured in whole or in part by income.

     We do not anticipate issuing notes with any original issue discount, other
than original issue discount of a de minimis amount. We refer you to "Material
Income Tax Consequences-- Tax Treatment of Owner Trusts--Tax Consequences to
Owners of the Notes--OID, Index Securities, Etc." in the accompanying
prospectus. The prepayment assumption that will be used for purposes of
computing original issue discount, if any, for federal income tax purposes is
1.3% ABS. We refer you to "Maturity and Prepayment Considerations" in this
prospectus supplement. No representation is made that the Receivables will
prepay in accordance with this assumption or in accordance with any other
assumption.

                              ERISA CONSIDERATIONS

     Subject to the following discussion, the notes may be acquired by pension,
profit-sharing or other employee benefit plans that are subject to Title I of
ERISA, individual retirement accounts, Keogh Plans and other plans covered by
Section 4975 of the Code and entities deemed to hold the plan assets of the
foregoing (each, a "BENEFIT PLAN"). Section 406 of ERISA and Section 4975 of the
Code prohibit a Benefit Plan from engaging in certain transactions with persons
that are "parties in interest" under ERISA or "disqualified persons" under the
Code with respect to such Benefit Plan. A violation of these "prohibited
transaction" rules may result in an excise tax or other penalties and
liabilities under ERISA and the Code for such persons or the fiduciaries of the
Benefit Plan. Title I of ERISA also requires that fiduciaries of a Benefit Plan
subject to ERISA make investments that are prudent, diversified (except if
prudent not to do so) and in accordance with governing plan documents.

     Certain transactions involving the trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit Plan
that purchased the notes if assets of the trust were deemed to be assets of a
Benefit Plan. Under a regulation issued by the United States Department of Labor
(the "REGULATION") and Section 3(42) of ERISA, the assets of the trust would be
treated as plan assets of a


                                      S-62



Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan
acquired an "equity interest" in the trust and none of the exceptions to plan
asset treatment contained in the Regulation, as effectively amended by Section
(3)(42) of ERISA, were applicable. An equity interest is defined under the
Regulation as an interest other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity
features. Although there is little guidance on the subject, assuming the notes
constitute debt for local law purposes, the notes should not be treated as an
equity interest in the trust for purposes of the Regulation. This determination
is based in part upon the traditional debt features of the notes, including the
reasonable expectation of purchasers of notes that the notes will be repaid when
due, as well as the absence of conversion rights, warrants and other typical
equity features.

     However, without regard to whether the notes are treated as an equity
interest for purposes of the Regulation, the acquisition or holding of notes by
or on behalf of a Benefit Plan could be considered to give rise to a prohibited
transaction if the trust or any of its affiliates is or becomes a party in
interest or a disqualified person with respect to such Benefit Plan. In such
case, certain exemptions from the prohibited transaction rules could be
applicable to the purchase and holding of the notes by a Benefit Plan depending
on the type and circumstances of the plan fiduciary making the decision to
acquire such note. Included among these exemptions are: Prohibited Transaction
Class Exemption ("PTCE") 90-1, regarding investments by insurance company pooled
separate accounts; PTCE 95-60, regarding investments by insurance company
general accounts; PTCE 91-38, regarding investments by bank collective
investment funds; PTCE 96-23, regarding transactions affected by "in-house asset
managers"; and PTCE 84-14, regarding transactions effected by "qualified
professional asset managers." In addition to the class exemptions listed above,
there is also a statutory exemption that may be available under Section
408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited
transactions between a Benefit Plan and a person or entity that is a party in
interest to such Benefit Plan solely by reason of providing services to a
Benefit Plan (other than a party in interest that is a fiduciary, or its
affiliate, that has or exercises discretionary authority or control or renders
investment advice with respect to the assets of the plan involved in such
transaction), provided that there is adequate consideration for the transaction.
Even if the conditions described in one or more of these exemptions are met, the
scope of relief provided by these exemptions might or might not cover all acts
which might be construed as prohibited transactions. There can be no assurance
that any of these, or any other exemption, will be available with respect to any
particular transaction involving the notes and prospective purchasers that are
Benefit Plans should consult with their advisors regarding the applicability of
any such exemption.

     The underwriters, the trustees, the depositor, the servicer or their
affiliates may be the sponsor of, or investment advisor with respect to, one or
more Benefit Plans. Because these parties may receive certain benefits in
connection with the sale or holding of notes, the purchase of notes using plan
assets over which any of these parties or their affiliates has investment
authority might be deemed to be a violation of a provision of Title I of ERISA
or Section 4975 of the Code. Accordingly, notes may not be purchased using the
assets of any Benefit Plan if any of the underwriters, the trustees, the
depositor, the servicer or their affiliates has investment authority for those
assets, or is an employer maintaining or contributing to the Benefit Plan,
unless an applicable prohibited transaction exemption is available to cover such
purchase.

     By acquiring a note, each purchaser will be deemed to represent, warrant
and covenant that either (i) it is not acquiring such note with the assets of a
Benefit Plan or any other plan subject to a law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding
and disposition of such notes will not give rise to a nonexempt prohibited
transaction under Section 406 of ERISA, Section 4975 of the Code or any other
substantially similar law.

     Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
and foreign plans are not subject to ERISA requirements; however, governmental
or foreign plans may be subject to comparable non-U.S., federal, state or local
law restrictions.


                                      S-63



     A plan fiduciary considering the purchase of notes should consult its tax
and/or legal advisors regarding whether the assets of the trust would be
considered plan assets, the possibility of exemptive relief from the prohibited
transaction rules and other issues and their potential consequences.

     The sale of notes to a Benefit Plan is in no respect a representation that
this investment meets all relevant legal requirements with respect to
investments by Benefit Plan generally or by a particular Benefit Plan, or that
this investment is appropriate for Benefit Plans generally or any particular
Benefit Plan.

                                  UNDERWRITING

     Subject to the terms and conditions set forth in an underwriting agreement,
the depositor has agreed to cause the trust to sell to each of the underwriters
named below, and each of the underwriters has severally but not jointly agreed
to purchase, the principal amount of notes set forth opposite its name below:



UNDERWRITERS                                            CLASS A-1 NOTES   CLASS A-2 NOTES   CLASS A-3 NOTES   CLASS A-4 NOTES
-----------------------------------------------------   ---------------   ---------------   ---------------   ---------------

Credit Suisse Securities (USA) LLC ..................     $102,835,000      $126,385,000      $141,300,000      $ 86,531,000
Citigroup Global Markets Inc. .......................       98,250,000       120,750,000       135,000,000        82,674,000
Banc of America Securities LLC ......................       20,305,000        24,955,000        27,900,000        17,085,000
Barclays Capital Inc. ...............................       20,305,000        24,955,000        27,900,000        17,085,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated ..       20,305,000        24,955,000        27,900,000        17,085,000
                                                          ------------      ------------      ------------      ------------
TOTAL ...............................................     $262,000,000      $322,000,000      $360,000,000      $220,460,000
                                                          ============      ============      ============      ============


     In the underwriting agreement, the underwriters have agreed, subject to the
terms and conditions set forth in the underwriting agreement, to purchase all of
the notes if any of the notes are purchased. This obligation of the underwriters
is subject to specified conditions precedent set forth in the underwriting
agreement.

     The depositor has been advised by the underwriters that they propose to
offer the notes to the public initially at the prices set forth on the cover of
this prospectus supplement, and to specified dealers at these prices less the
concessions and reallowance discounts set forth below:

CLASS                                  SELLING CONCESSION   REALLOWANCE DISCOUNT
------------------------------------   ------------------   --------------------
A-1 ................................            %                     %
A-2 ................................            %                     %
A-3 ................................            %                     %
A-4 ................................            %                     %

     The depositor and AHFC have agreed to indemnify the underwriters against
specified liabilities, including liabilities under the Securities Act of 1933,
as amended, or to contribute to payments which the underwriters may be required
to make in respect thereof. However, in the opinion of the SEC, certain
indemnification provisions for liability arising under the federal securities
law are contrary to public policy and therefore unenforceable. In the ordinary
course of their respective businesses, the underwriters and their respective
affiliates have engaged and may engage in investment banking and/or commercial
banking transactions with AHFC and its affiliates.

     The notes are new issues of securities with no established trading market.
The depositor has been advised by the underwriters that they intend to make a
market in the notes of each class as permitted by applicable laws and
regulations. The underwriters are not obligated, however, to make a market in
the notes, and that market-making may be discontinued at any time without notice
at the sole discretion of the underwriters. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, the notes of any class.


                                      S-64



     The trust may, from time to time, invest funds in the accounts in Eligible
Investments acquired from the underwriters in the ordinary coverage of business.

     The underwriters have advised the depositor that, pursuant to Regulation M
under the Securities Exchange Act of 1934, as amended, specified persons
participating in this offering may engage in transactions, including stabilizing
bids, syndicate covering transactions or the imposition of penalty bids, which
may have the effect of stabilizing or maintaining the market price of the notes
of any class at levels above those that might otherwise prevail in the open
market. A "stabilizing bid" is a bid for or the purchase of the notes of any
class on behalf of the underwriters for the purpose of fixing or maintaining the
price of those notes. A "syndicate covering transaction" is the bid for or the
purchase of those notes of any class on behalf of the underwriters to reduce a
short position incurred by the underwriters in connection with this offering. A
"penalty bid" is an arrangement permitting one of the underwriters to reclaim
the selling concession otherwise accruing to another underwriter or syndicate
member in connection with this offering if the notes of any class originally
sold by the other underwriter or syndicate member are purchased by the
reclaiming underwriter in a syndicate covering transaction and has therefore not
been effectively placed by the other underwriter or syndicate member.

     Stabilizing bids and syndicate covering transactions may have the effect of
causing the price of the notes of any class to be higher than it might be in the
absence thereof, and the imposition of penalty bids might also have an effect on
the price of any note to the extent that it discourages resale of that note.
Neither the depositor nor the underwriters makes any representation or
prediction as to the direction or magnitude of any of that effect on the prices
for the notes. Neither the depositor nor the underwriters makes any
representation that the underwriters will engage in any of those transactions or
that, once commenced, any of those transactions will not be discontinued without
notice.

     It is expected that delivery of the notes will be made against payment
therefor on or about the Closing Date. Rule 15c6-1 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
generally requires trades in the secondary market to settle in three business
days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on the date hereof will be
required, by virtue of the fact that the notes initially will settle two
business days after the date hereof, to specify an alternate settlement cycle at
the time of any such trade to prevent a failed settlement. It is suggested that
purchasers of notes who wish to trade notes on the date hereof consult their own
advisors.

     Upon receipt of a request by an investor who has received an electronic
prospectus from an underwriter or a request by such investor's representative
within the period during which there is an obligation to deliver a prospectus,
AHFC, the depositor, or the underwriters will promptly deliver, or cause to be
delivered, without charge, a paper copy of the prospectus.

     Each underwriter will represent that (i) it has not offered or sold and,
prior to the expiry of the period of six months from the closing date, will not
offer or sell any notes to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or who
it is reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses, or otherwise in
circumstances that have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, as amended; (ii) it has complied and will comply
with all applicable provisions of the Financial Services and Markets Act 2000
(the "FSMA") with respect to anything done by it in relation to the notes in,
from or otherwise involving the United Kingdom; (iii) it is a person of a kind
described in Articles 19 or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, as amended (the "FINANCIAL PROMOTION ORDER");
and (iv) it has only communicated or caused to be communicated, and will only
communicate or cause to be communicated, in the United Kingdom any document
received by it in connection with the issue of the notes to a person who is of a
kind described in Articles 19 or 49 of the Financial Promotion Order or who is a
person to whom such document may otherwise lawfully be communicated.


                                      S-65



     Neither this prospectus nor the notes have been, or will be, available to
other categories of persons in the United Kingdom and no-one falling outside
such categories is entitled to rely on, and must not act on, any information in
this prospectus. The transmission of this prospectus to any person in the United
Kingdom other than the categories stated above is unauthorized and may
contravene the FSMA.

                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

     The distribution of the notes in Canada is being made only on a private
placement basis exempt from the requirement that the depositor, on behalf of the
trust, prepare and file a prospectus with the securities regulatory authorities
in each province where trades of notes are effected. Accordingly, any resale of
the notes in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or pursuant
to a discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the notes.

REPRESENTATIONS OF PURCHASERS

     Each purchaser of notes in Canada who receives a purchase confirmation will
be deemed to represent to the depositor, the servicer, the related trustee, the
trust and the dealer from whom such purchase confirmation is received that (i)
such purchaser is entitled under applicable provincial securities laws to
purchase such notes without the benefit of a prospectus qualified under such
securities laws, (ii) where required by law, that such purchaser is purchasing
as principal and not as agent, and (iii) such purchaser has reviewed the text
above under "--Resale Restrictions".

RIGHTS OF ACTION (ONTARIO PURCHASERS)

     The securities being offered are those of a foreign issuing entity and
Ontario purchasers will not receive the contractual right of action prescribed
by Section 32 of the Regulation under the SECURITIES ACT (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

        All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

     A purchaser of notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR #95/17, a
copy of which may be obtained from the depositor. Only one such report must be
filed in respect of notes acquired on the same date and under the same
prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT


                                      S-66



     Canadian purchasers of notes should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the notes in
their particular circumstances and with respect to the eligibility of the notes
for investment by the purchaser under relevant Canadian legislation.

                                 LEGAL OPINIONS

     In addition to the legal opinions described in the accompanying prospectus,
legal matters relating to federal income tax and California income tax will be
passed upon for the trust by McKee Nelson LLP, legal matters relating to the
notes and other matters for the depositor, the servicer and the trust will be
passed upon by Alston & Bird LLP and certain legal matters relating to
California law for the depositor and the servicer will be passed upon by Luce,
Forward, Hamilton & Scripps LLP. McKee Nelson LLP will act as counsel to the
underwriters.


                                      S-67



                                    GLOSSARY

"ABS TABLES" means the tables captioned "Percentage of Initial Class A Note
Principal at Various ABS Percentages" on pages S-44 through S-48 in this
prospectus supplement.

"ADVANCES" means amounts advanced by the servicer to the trust for shortfalls in
scheduled payments of interest on the Receivables, in an amount equal to the
difference between (1) the product of the principal balance of each Receivable
as of the first day of the related Collection Period and one-twelfth of its APR,
and (2) the amount of interest (and principal in the case of a Precomputed
Receivable) actually received from the Obligor, if less.

"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an amount
equal to the aggregate principal balance of all Receivables newly designated
during such Collection Period as Defaulted Receivables, minus Net Liquidation
Proceeds collected during such Collection Period with respect to all Defaulted
Receivables.

"AVAILABLE AMOUNTS" means the sum of the following amounts (without duplication)
received or allocated by the servicer on or in respect of the Receivables during
the related Collection Period (which in the case of Precomputed Receivables
shall be computed in accordance with the actuarial method and in the case of the
Simple Interest Receivables shall be calculated in accordance with the simple
interest method):

     o    all collections on or in respect of the Receivables other than
          Defaulted Receivables;

     o    all Net Liquidation Proceeds;

     o    all Advances made by the servicer;

     o    all Warranty Purchase Payments with respect to Warranty Receivables
          repurchased by the depositor in respect of that Collection Period;

     o    all Administrative Purchase Payments with respect to Administrative
          Receivables purchased by the servicer in respect of that Collection
          Period; and

     o    any Yield Supplement Withdrawal Amounts;

but excluding the following amounts:

     o    amounts received on a particular Receivable (other than a Defaulted
          Receivable) to the extent that the servicer has previously made an
          unreimbursed Advance in respect of that Receivable; and

     o    Net Liquidation Proceeds with respect to a particular Receivable to
          the extent of unreimbursed Advances in respect of that Receivable.

"CERTIFICATEHOLDERS' DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the sum of the Certificateholders' Interest Distributable Amount and the
Certificateholders' Principal Distributable Amount for that Payment Date.

"CERTIFICATEHOLDERS' INTEREST CARRYOVER SHORTFALL" means, with respect to any
Payment Date, the excess, if any, of the sum of the Certificateholders' Monthly
Interest Distributable Amount for the preceding Payment Date plus any
outstanding Certificateholders' Interest Carryover Shortfall on the preceding
Payment Date, over the amount of interest that is actually paid on the
certificates on the preceding Payment Date, plus, to the extent permitted by
applicable law, interest on the Certificateholders' Interest Carryover Shortfall
at the Pass Through Rate for the Interest Period.

"CERTIFICATEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT" means with respect to any
Payment Date, the sum of the Certificateholders' Monthly Interest Distributable
Amount and the Certificateholders' Interest Carryover Shortfall for one or more
prior Payment Dates.

"CERTIFICATEHOLDERS' MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect
to any Payment Date, interest accrued for the related Interest Period at the
Pass Through Rate on the outstanding principal


                                      S-68



balance of the certificates on the immediately preceding Payment Date, after
giving effect to all payments of principal to certificateholders on or prior to
that Payment Date (or, in the case of the first Payment Date, on the initial
Certificate Balance).

"CERTIFICATEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect
to any Payment Date, the Certificateholders' Percentage of the Principal
Distributable Amount for that Payment Date.

"CERTIFICATEHOLDERS' PERCENTAGE" means:

     o    for each Payment Date until the class A-1 and class A-2 notes have
          been paid in full, 0%;

     o    thereafter, for each Payment Date to and including the Payment Date on
          which the principal amount of the class A-3 and class A-4 notes have
          been paid in full, the percentage equivalent of a fraction, the
          numerator of which is the initial aggregate principal amount of the
          certificates and the denominator of which is the sum of the initial
          aggregate principal amount of the class A-3 and class A-4 notes and
          the initial Certificate Balance; provided however, if the amount on
          deposit in the reserve fund is less than 0.125% of the initial pool
          balance other than if the then outstanding principal amount of the
          notes and the then outstanding principal balance of the certificates
          is less than the reserve fund balance, then the certificateholders'
          percentage of the principal distributable amount will equal 0%; and

     o    thereafter, 100%.

"CERTIFICATEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Payment Date, the excess of the Certificateholders' Monthly Principal
Distributable Amount plus any outstanding Certificateholders' Principal
Carryover Shortfall for the preceding Payment Date, over the amount in respect
of principal that is actually distributed to the certificateholders on that
Payment Date.

"CERTIFICATEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT" will mean, with respect to
any Payment Date, the sum of the Certificateholders' Monthly Principal
Distributable Amount for that Payment Date, and any outstanding
Certificateholders' Principal Carryover Shortfall as of the close of the
immediately preceding Payment Date. The Certificateholders' Principal
Distributable Amount shall not exceed the Certificate Balance.

"CHARGE-OFF RATE" means, with respect to a Collection Period, a rate equal to
the AGGREGATE NET LOSSES with respect to the Receivables expressed, on an
annualized basis, as a percentage of the average of (i) the Pool Balance on the
last day of the immediately preceding Collection Period and (ii) the Pool
Balance on the last day of such current Collection Period.

"COLLECTION PERIOD" means the period commencing on the first day of the
applicable month (or in the case of the first collection period, the Cutoff
Date) and ending on the last day of the applicable month, and with respect to
each Payment Date is the month immediately preceding such Payment Date.

"CURRENT RECEIVABLE" means any Receivable that is not a Defaulted Receivable or
a LIQUIDATED RECEIVABLE.

"DEFAULTED RECEIVABLE" means a Receivable (other than an Administrative
Receivable or a Warranty Receivable) as to which, (a) all or part of a scheduled
payment is 120 days or more than 120 days past due and the servicer has not
repossessed the related Financed Vehicle or (b) the servicer has, in accordance
with its customary servicing procedures, determined that eventual payment in
full is unlikely and has either repossessed and liquidated the related Financed
Vehicle or repossessed and held the related Financed Vehicle and held in its
repossession inventory for 90 days, whichever occurs first.

"DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, a fraction
expressed as a percentage equal to the number of (1) Receivables 61 days or more
delinquent (after taking into account permitted extensions) as of the last day
of such Collection Period, determined in accordance with the servicer's normal
servicing practices, plus (2) Receivables pursuant to which the related Financed
Vehicles


                                      S-69



of which have been repossessed but have not been liquidated (to the extent the
related Receivable is not otherwise reflected in clause (1) above or is not a
Defaulted Receivable), over the aggregate number of CURRENT RECEIVABLES on the
last day of such Collection Period.

"DISCOUNT RECEIVABLE" means a Receivable that has an APR which is less than the
Required Rate.

"ELIGIBLE INVESTMENTS" means the list of permitted investments specified in the
sale and servicing agreement and are limited to investments which meet the
criteria of each rating agency from time to time as being consistent with its
then-current ratings of the notes. See Description of the Transfer and Servicing
Agreements; Eligible Investments in the base prospectus for a list of Eligible
Investments.

"FINANCED VEHICLE" means each new or used Honda and Acura motor vehicle that was
purchased by the related Obligor and which that secures the related Receivable.

"INITIAL POOL BALANCE" means the Pool Balance of the Receivables as of the
Cutoff Date, which is equal to approximately $1,203,571,385.96.

"INTEREST PERIOD" means (1) with respect to the class A-1 notes, the period from
and including the most recent Payment Date on which interest has been paid (or,
in the case of the first Payment Date, the Closing Date) to but excluding the
next succeeding Payment Date and (2) with respect to the class A-2 notes, class
A-3 notes and class A-4 notes and the certificates, the period from and
including the 21st day of the calendar month (or, in the case of the first
Payment Date, from and including the Closing Date) to but excluding the 21st day
of the next calendar month.

"LIQUIDATED RECEIVABLE" means any Receivable that has been the subject of a
prepayment in full or otherwise has been paid in full or, in the case of a
Defaulted Receivable, a Receivable as to which the servicer has determined that
the final amounts in respect thereof have been paid.

"NET LIQUIDATION PROCEEDS" means all amounts realized on Defaulted Receivables
from whatever sources (including, without limitation, proceeds of any insurance
policy), net of expenses incurred by the servicer in accordance with its
customary servicing procedures and amounts required by law to be refunded to the
related Obligor.

"NOTEHOLDERS' DISTRIBUTABLE AMOUNT" means with respect to any Payment Date, the
sum of the Noteholders' Interest Distributable Amount for all classes of notes
plus the Noteholders' Principal Distributable Amount for that Payment Date.

"NOTEHOLDERS' INTEREST CARRYOVER SHORTFALL" means, with respect to any Payment
Date and any class of notes, the excess, if any, of the sum of the Noteholders'
Monthly Interest Distributable Amount for that class for the preceding Payment
Date plus any outstanding Noteholders' Interest Carryover Shortfall for that
class on that preceding Payment Date, over the amount in respect of interest
that is actually paid on the notes of that class on that preceding Payment Date,
plus, to the extent permitted by applicable law, interest on the Noteholders'
Interest Carryover Shortfall at the related interest rate for the related
Interest Period.

"NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT" means with respect to any Payment
Date, the sum of the Noteholders' Monthly Interest Distributable Amount for all
classes of notes and the Noteholders' Interest Carryover Shortfall for all
classes of notes.

The "NOTEHOLDERS' MONTHLY INTEREST DISTRIBUTABLE AMOUNT" will mean, with respect
to any Payment Date and a class of notes, interest accrued for the related
Interest Period at the related Interest Rate for that class on the outstanding
principal amount of that class on the immediately preceding Payment Date, after
giving effect to all payments of principal to Noteholders of that class on or
prior to that Payment Date (or, in the case of the first Payment Date, on the
original principal amount of that class).

The "NOTEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" will mean, with
respect to any Payment Date, the Noteholders' Percentage of the Principal
Distributable Amount for that Payment Date.


                                      S-70



"NOTEHOLDERS' PERCENTAGE" means, with respect to any Payment Date:

     o    for each Payment Date until the principal amounts of the class A-1 and
          class A-2 notes have been paid in full, 100%;

     o    thereafter, for each Payment Date to and including the Payment Date on
          which the principal amount of the class A-3 and class A-4 notes have
          been paid in full, the percentage equivalent of a fraction, the
          numerator of which is the initial aggregate principal amount of the
          class A-3 and class A-4 notes and the denominator of which is the sum
          of the initial aggregate principal amount of the class A-3 and class
          A-4 notes and the Initial Certificate Balance; provided however, if
          the amount on deposit in the reserve fund is less than 0.125% of the
          initial pool balance, other than if the then outstanding principal
          amount of the notes and the then outstanding principal amount of the
          certificates is less than the reserve fund balance, then the
          noteholders' percentage of the principal distributable amount will
          equal 100%; and

     o    thereafter, 0%.

"NOTEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any Payment
Date and any class of notes, the excess, if any, of the Noteholders' Monthly
Principal Distributable Amount plus any outstanding Noteholders' Principal
Carryover Shortfall for that class of notes for the preceding Payment Date over
the amount in respect of principal that is actually paid as principal on that
class on that Payment Date.

"NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date and any class of notes, the sum of:

     o    the Noteholders' Monthly Principal Distributable Amount;

     o    any outstanding Noteholders' Principal Carryover Shortfall of that
          class as of the close of the immediately preceding Payment Date; and

     o    on the Final Scheduled Payment Date for that class of notes, the
          amount necessary to reduce the outstanding principal amount of that
          class of notes to zero; provided, however, that the Noteholders'
          Principal Distributable Amount with respect to a class of notes shall
          not exceed the outstanding principal amount of that class.

"PASS THROUGH RATE" means, for the certificates and each Payment Date, 0.00% per
annum.

"PAYMENT DATE" means the day of each month on which payments are made on the
notes, which is the 21st day of each month or if the 21st day of the month is
not a business day, payments on the notes will be made on the next business day.
The first Payment Date will occur on July 23, 2007.

"PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Payment Date and the
related Collection Period, the sum of the following amounts:

     o    (1) in the case of Precomputed Receivables, the principal portion of
          all scheduled payments due during the related Collection Period,
          computed in accordance with the actuarial method and (2) in the case
          of Simple Interest Receivables, the principal portion of all scheduled
          payments actually received during the related Collection Period,

     o    the principal portion of all Prepayments received for the related
          Collection Period (to the extent such amounts are not included in the
          first bullet point above),

     o    the Principal Balance of each Receivable that the servicer became
          obligated to purchase or the depositor became obligated to repurchase
          (to the extent those amounts are not included in the two bullet points
          above), and

     o    the Principal Balance of each Receivable that became a Defaulted
          Receivable during that Collection Period (to the extent those amounts
          are not included in the three bullet points above).

"POOL BALANCE" means, as of any date of measurement, the aggregate principal
balance of the Receivables.


                                      S-71



"RATING AGENCIES" means Moody's and Fitch.

"REQUIRED RATE" with respect to each Receivable, means 6.60%.

"SERVICER DEFAULT" means the occurrence and continuing of any of the following
events:

     o    any failure by the servicer to deliver to the applicable trustee for
          deposit in any account any required payment or to direct the indenture
          trustee to make the required payments therefrom and that failure
          continues unremedied for three business days after discovery thereof
          by the servicer or after the giving of written notice of such failure
          to (1) the servicer by the owner trustee or the indenture trustee, as
          applicable or (2) the servicer and the owner trustee or the indenture
          trustee, as applicable, of written notice of the failure from not less
          than 25% of the outstanding amount of the notes;

     o    any failure by the servicer (or the depositor, as long as AHFC is the
          servicer) to duly observe or perform in any material respect any other
          covenants or agreements in the sale and servicing agreement, which
          failure materially and adversely affects the rights of the
          noteholders, and which failure continues unremedied for 90 days after
          the giving of written notice of the failure to (a) the servicer or the
          depositor, as the case may be, by the owner trustee or the indenture
          trustee, as applicable, or (b) the servicer or the depositor, as the
          case may be, and the owner trustee or the indenture trustee by the
          holders of notes evidencing not less than 25% of the outstanding
          amount of the notes;

     o    the occurrence of an Insolvency Event (as defined in the attached
          prospectus) of the servicer (or the depositor, as long as AHFC is the
          servicer); and

     o    any failure by the servicer to deliver any information, report,
          certification, attestation or accountants' letter when and as required
          under the sale and servicing agreement, which continues unremedied for
          ten calendar days.

"SERVICING FEE" means, with respect to each Collection Period, the Servicing
Rate multiplied by the Pool Balance as of the first day of the related
Collection Period or, in the case of the first Payment Date, the Pool Balance as
of the Cutoff Date.

"SERVICING RATE" means one-twelfth of 1.00%.

"SPECIFIED RESERVE FUND BALANCE" means, with respect to any Payment Date, an
amount equal to 0.25% of the Initial Pool Balance; except that, if on any
Payment Date (i) the average of the CHARGE-OFF RATES for the three preceding
Collection Periods exceeds 2.25% or (ii) the average of the DELINQUENCY
PERCENTAGES for the three preceding Collection Periods exceeds 2.25%, then the
Specified Reserve Fund Balance will be an amount equal to a specified percentage
of the Pool Balance as of the last day of the immediately preceding Collection
Period. Such percentage shall be determined by deducting from 8.00% the
following fraction, expressed as a percentage: (a) one minus (b) a fraction, the
numerator of which is the outstanding principal amount of the notes and the
outstanding principal amount of the certificates with respect to such Payment
Date and the denominator of which is the Pool Balance. Notwithstanding the
foregoing, in no event will the Specified Reserve Fund Balance be more than the
then outstanding principal amount of the Notes and the then outstanding
principal amount of the certificates. As of any Payment Date, the amount of
funds actually on deposit in the reserve fund may, in certain circumstances, be
less than the Specified Reserve Fund Balance.

"YIELD SUPPLEMENT AMOUNT" means the aggregate amount by which one month's
interest on the principal balance, as of the first day of the related Collection
Period, of each Discount Receivable (other than a Discount Receivable that is a
Defaulted Receivable) at a rate equal to the Required Rate, exceeds one month's
interest on such principal balance at the APR of each such Receivable.

"YIELD SUPPLEMENT WITHDRAWAL AMOUNT" means the lesser of (1) the amount on
deposit in the yield supplement account and (2) the sum of (A) the Yield
Supplement Amount, and (B) after giving effect to the


                                      S-72



withdrawal of the Yield Supplement Amount, the amount by which the amount on
deposit in the yield supplement account exceeds the maximum amount required to
be on deposit therein on the immediately succeeding Payment Date.


                                      S-73



                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                     ANNEX A
                        GLOBAL CLEARANCE, SETTLEMENT AND
                          TAX DOCUMENTATION PROCEDURES

     Except in limited circumstances, the globally offered class A notes (the
"Global Securities") will be available only in book-entry form. Investors in the
Global Securities may hold the Global Securities through any of The Depository
Trust Company ("DTC") or, upon request, through Clearstream Banking, societe
anonyme ("Clearstream, Luxembourg") or the Euroclear System ("Euroclear"). The
Global Securities will be tradable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary trades
will settle in same-day funds.

     Secondary market trading between investors holding Global Securities
through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional eurobond practice (i.e., seven calendar day
settlement).

     Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations and prior asset-backed securities issues.

     Secondary cross-market trading between Clearstream, Luxembourg or Euroclear
and DTC Participants holding securities will be effected on a
delivery-against-payment basis through the respective depositaries of
Clearstream, Luxembourg and Euroclear, in this capacity, and as DTC
Participants.

     Non-U.S. holders, as described below, of Global Securities will be subject
to U.S. withholding taxes unless those holders meet particular requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.

INITIAL SETTLEMENT

     All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Clearstream, Luxembourg and
Euroclear will hold positions on behalf of their participants through their
respective depositaries, which in turn will hold the positions in accounts as
DTC Participants.

     Investors electing to hold their Global Securities through DTC will follow
the settlement practices of prior asset-backed securities issues. Investor
securities custody accounts will be credited with their holdings against payment
in same-day funds on the settlement date.

     Investors electing to hold their Global Securities through Clearstream,
Luxembourg or Euroclear accounts will follow the settlement procedures
applicable to conventional eurobonds, except that there will be no temporary
global security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

     Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and depositor's
accounts are located to ensure that settlement can be made on the desired value
date.

     Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior
asset-backed securities issues in same-day funds.


                                       A-1



     Trading between Clearstream, Luxembourg and/or Euroclear Participants.
Secondary market trading between Clearstream, Luxembourg Participants or
Euroclear Participants will be settled using the procedures applicable to
conventional eurobonds in same-day funds.

     Trading between DTC Depositor and Clearstream, Luxembourg or Euroclear
Participants. When Global Securities are to be transferred from the account of a
DTC Participant to the account of a Clearstream, Luxembourg Participant or a
Euroclear Participant, the purchaser will send instructions to Clearstream,
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or
Euroclear Participant at least one business day prior to settlement.
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as
the case may be, to receive the Global Securities against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment date to and excluding the settlement date, on the basis of a
360-day year of twelve 30-day months or a 360-day year and the actual number of
days in the accrual period, as applicable. For transactions settling on the 31st
of the month, payment will include interest accrued to and excluding the first
day of the following month. Payment will then be made by the respective
Depositary of the DTC Participant's account against delivery of the Global
Securities. After settlement has been completed, the Global Securities will be
credited to the respective clearing system and by the clearing system, in
accordance with its usual procedures, to the Clearstream, Luxembourg
Participant's or Euroclear Participant's account. The securities credit will
appear the next day (European time) and the cash debt will be back-valued to,
and the interest on the Global Securities will accrue from, the value date,
which would be the preceding day when settlement occurred in New York. If
settlement is not completed on the intended value date, i.e., the trade fails,
the Clearstream, Luxembourg or Euroclear cash debt will be valued instead as of
the actual settlement date.

     Clearstream, Luxembourg Participants and Euroclear Participants will need
to make available to the respective clearing systems the funds necessary to
process same-day funds settlement. The most direct means of doing so is to
pre-position funds for settlement, either from cash on hand or existing lines of
credit, as they would for any settlement occurring within Clearstream,
Luxembourg or Euroclear. Under this approach, they may take on credit exposure
to Clearstream, Luxembourg or Euroclear until the Global Securities are credited
to their accounts one day later.

     As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, Clearstream, Luxembourg Participants or Euroclear
Participants can elect not to pre-position funds and allow that credit line to
be drawn upon to finance settlement. Under this procedure, Clearstream,
Luxembourg Participants or Euroclear Participants purchasing Global Securities
would incur overdraft charges for one day, assuming they cleared the overdraft
when the Global Securities were credited to their accounts. However, interest on
the Global Securities would accrue from the value date. Therefore, in many cases
the investment income on the Global Securities earned during that one-day period
may substantially reduce or offset the amount of the overdraft charges, although
this result will depend on each Clearstream, Luxembourg Participant's or
Euroclear Participant's particular cost of funds.

     Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depositary for the benefit of Clearstream, Luxembourg
Participants or Euroclear Participants. The sale proceeds will be available to
the DTC depositor on the settlement date. Thus, to the DTC Participants a
cross-market transaction will settle no differently than a trade between two DTC
Participants.

     Trading between Clearstream, Luxembourg or Euroclear Depositor and DTC
Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg
Participants and Euroclear Participants may employ their customary procedures
for transactions in which Global Securities are to be transferred by the
respective clearing system, through the respective Depositary, to a DTC
Participant. The depositor will send instructions to Clearstream, Luxembourg or
Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant
at least one business day prior to settlement. In these cases, Clearstream,
Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate,
to deliver the Global Securities to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities


                                       A-2



from and including the last coupon payment to and excluding the settlement date
on the basis of a 360-day year of twelve 30-day months or a 360-day year and the
actual number of days in the accrual period, as applicable. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. The payment will then be
reflected in the account of the Clearstream, Luxembourg A-2 Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
Clearstream, Luxembourg Participant's or Euroclear Participant's account would
be back-valued to the value date, which would be the preceding day, when
settlement occurred in New York. Should the Clearstream, Luxembourg Participant
or Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back valuation will extinguish any overdraft incurred over
that one-day period. If settlement is not completed on the intended value date,
i.e., the trade fails, receipt of the cash proceeds in the Clearstream,
Luxembourg Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.

     Finally, day traders that use Clearstream, Luxembourg or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream,
Luxembourg Participants or Euroclear Participants should note that these trades
would automatically fail on the sale side unless affirmative action were taken.
At least three techniques should be readily available to eliminate this
potential problem:

     (1) borrowing through Clearstream, Luxembourg or Euroclear for one day,
until the purchase side of the day trade is reflected in their Clearstream,
Luxembourg or Euroclear accounts, in accordance with the clearing system's
customary procedures;

     (2) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Securities
sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear
account in order to settle the sale side of the trade; or

     (3) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Clearstream, Luxembourg
Participant or Euroclear Participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

     A beneficial owner of Global Securities holding securities through
Clearstream, Luxembourg or Euroclear, or through DTC if the holder has an
address outside the U.S., will be subject to the 30% U.S. withholding tax that
generally applies to payments of interest, including original issue discount, on
registered debt issued by U.S. Persons, unless:

     (1) each clearing system, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business in the
chain of intermediaries between the beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and

     (2) the beneficial owner takes one of the steps described below to obtain
an exemption or reduced tax rate.

     This summary does not deal with all aspects of U.S. federal income tax
withholding that may be relevant to foreign holders of the Global Securities as
well as the application of the withholding regulations. You should consult with
your own tax advisors for specific advice regarding your holding and disposing
of the Global Securities.

     Exemption for Non-U.S. Persons--Form W-8BEN. A beneficial owner of Global
Securities that is a Non-U.S. Persons (other than an intermediary, withholding
partnership or withholding trust), as defined below, can obtain a complete
exemption from the withholding tax by filing a signed Form W-8BEN, Certificate
of Foreign Status of Beneficial Owner for United States Tax Withholding.
Generally, a W-8BEN is valid for a period beginning on the date that the form is
signed and ending on the last day of the third


                                       A-3



succeeding calendar year absent a change in information. A Form W-8BEN provided
with a U.S. Taxpayer Identification Number, however, is valid until a change in
circumstances renders any information on the form incorrect, provided that the
withholding agent reports on Form 1042-S at least one payment annually to such
beneficial owner. If the information shown on form W-8BEN changes, a new Form
W-8BEN must be filed within 30 days of the change.

     Exemption for Non-U.S. Persons with effectively connected income--Form
W-8ECI. A Non-U.S. Person (other than an intermediary, withholding partnership
or withholding trust) may claim an exemption from U.S. withholding on income
effectively connected with the conduct of a trade or business in the United
States by filing Form W-8ECI, Certificate of Foreign Person's Claim for
Exemption From Withholding on Income Effectively Connected With the Conduct of a
Trade or Business in the United States. The Form W-8ECI is valid for a period
beginning on the date that the form is signed and ending on the last day of the
third succeeding calendar year. If the information shown on Form W-8ECI changes,
a new Form W-8ECI must be filed within 30 days of the change.

     Exemption or reduced rate for Non-U.S. Persons resident in treaty
countries--Form W-8BEN. A Non-U.S. Person (other than an intermediary,
withholding partnership or withholding trust) may generally claim treaty
benefits by filing Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding. Generally, a Form W-8BEN is valid for a
period beginning on the date that the form is signed and ending on the last day
of the third succeeding calendar year. A Form W-8BEN provided with a U.S.
Taxpayer Identification Number, however, is valid until a change in
circumstances renders any information on the form incorrect, provided that the
withholding agent reports on Form 1042-S at least one payment annually to such
beneficial owner.

     Exemption for U.S. Persons--Form W-9. U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9, Payer's Request for
Taxpayer Identification Number and Certification.

A "U.S. Person"  is:

     (1) a citizen or resident of the United States;

     (2) a corporation or partnership (including an entity treated as a
corporation or partnership for United States federal income tax purpose) created
or organized under the laws of the United States, any state thereof, or the
District of Columbia;

     (3) an estate that is subject to U.S. federal income tax regardless of the
source of its income; or

     (4) a trust if (a) a court within the U.S. is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust or (b)
such trust was in existence on August 20, 1996 and is eligible to elect, and has
made a valid election, to be treated as a U.S. Person despite not meeting the
requirements of clause (a).

A  "Non-U.S. Person" is any person who is not a U.S. Person.


                                       A-4



PROSPECTUS

                          HONDA AUTO RECEIVABLES TRUSTS
                               ASSET BACKED NOTES
                            ASSET BACKED CERTIFICATES

                        AMERICAN HONDA RECEIVABLES CORP.,
                                    DEPOSITOR

                       AMERICAN HONDA FINANCE CORPORATION,
                 SPONSOR, ORIGINATOR, SERVICER AND ADMINISTRATOR

THE ISSUING ENTITIES:

1.   A new trust will be formed to issue each series of securities and a
     particular trust may issue multiple series of securities;

2.   Each trust will consist of:

     o    a pool of retail installment sale contracts secured by new or used
          Honda or Acura motor vehicles;

     o    items representing credit enhancement to be specified in the
          applicable prospectus supplement; and

     o    other assets to be specified in the applicable prospectus supplement.

THE SECURITIES:

1.   will be asset-backed securities sold periodically in one or more series;

2.   will be paid only from the assets of the related trust and any form of
     credit enhancement;

3.   will be issued as part of a designated series that may include one or more
     classes; and

4.   will consist of:

     o    notes (which will be treated as indebtedness of the trust) and/or

     o    certificates (which will represent an undivided ownership interest in
          the trust).

YOU SHOULD REVIEW CAREFULLY THE FACTORS SET FORTH UNDER "RISK FACTORS" BEGINNING
ON PAGE 11 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES
OR DETERMINED THAT THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The amounts, prices and terms of each offering of securities will be determined
at the time of sale and will be described in a prospectus supplement that will
be attached to this prospectus. This prospectus may be used to offer and sell
any series of securities only if accompanied by the prospectus supplement for
that series.

                  The date of this prospectus is June 7, 2007.



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
   AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT............................      4
SUMMARY OF TERMS.........................................................      5
RISK FACTORS.............................................................     11
DEFINED TERMS............................................................     20
THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER......................     20
   General...............................................................     20
   Securitization Experience.............................................     21
   Origination...........................................................     21
   Servicing Experience..................................................     22
   Material Changes to Servicing Policies and Procedures.................     22
THE DEPOSITOR............................................................     22
THE TRUSTEES.............................................................     23
FORMATION OF THE ISSUING ENTITIES........................................     23
PROPERTY OF THE ISSUING ENTITIES.........................................     24
THE RECEIVABLES..........................................................     24
   Underwriting of Motor Vehicle Loans...................................     26
   Credit Metric - Credit Grade..........................................     26
   Servicing of the Receivables..........................................     27
   Third Party Collections and Repossessions.............................     28
USE OF PROCEEDS..........................................................     28
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR SECURITIES................     28
   The Issuing Entity....................................................     28
   The Depositor.........................................................     29
   Static Pool Data......................................................     30
WEIGHTED AVERAGE LIFE OF THE SECURITIES..................................     30
POOL FACTORS AND TRADING INFORMATION.....................................     31
THE NOTES................................................................     32
   General...............................................................     32
   Principal and Interest on the Notes...................................     32
   The Indenture.........................................................     33
THE CERTIFICATES.........................................................     37
   General...............................................................     37
   Payments of Principal and Interest....................................     37
CERTAIN INFORMATION REGARDING THE SECURITIES.............................     39
   Fixed Rate Securities.................................................     39
   Floating Rate Securities..............................................     39
   Derivative Arrangements...............................................     47
   Variable Funding Note.................................................     47
   Pro-Rata Pay/Subordinate Securities...................................     47
   Revolving Period......................................................     48
   Prefunding Period.....................................................     48
   Book-Entry Registration...............................................     48
   Definitive Securities.................................................     52
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS.....................     53
   Sale and Assignment of Receivables....................................     53
   Accounts..............................................................     54
   Servicing Procedures..................................................     56


                                        2



                                                                           PAGE
                                                                           ----
   Insurance on Financed Vehicles........................................     57
   Collections...........................................................     57
   Advances..............................................................     58
   Servicing Compensation................................................     59
   Distributions on the Securities.......................................     60
   Credit and Cash Flow Enhancement......................................     60
   Net Deposits..........................................................     62
   Statements to Trustees and the Trust..................................     62
   Statements to Securityholders.........................................     62
   Evidence as to Compliance.............................................     64
   Certain Matters Regarding the Servicer................................     64
   Servicer Default......................................................     65
   Rights Upon Servicer Default..........................................     65
   Waiver of Past Defaults...............................................     66
   Amendment.............................................................     66
   List of Securityholders...............................................     67
   Insolvency Event......................................................     67
   Payment of Notes......................................................     67
   Termination...........................................................     67
   Administration Agreement..............................................     68
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES.................................     70
   General...............................................................     70
   Security Interests....................................................     70
   Repossession..........................................................     72
   Notice of Sale; Redemption Rights.....................................     72
   Deficiency Judgments and Excess Proceeds..............................     73
   Certain Bankruptcy Considerations.....................................     73
   Consumer Protection Laws..............................................     74
   Forfeiture for Drug, RICO and Money Laundering Violations.............     76
   Other Limitations.....................................................     76
MATERIAL INCOME TAX CONSEQUENCES.........................................     76
STATE TAX CONSEQUENCES...................................................     85
ERISA CONSIDERATIONS.....................................................     85
UNDERWRITING.............................................................     85
LEGAL OPINIONS...........................................................     86
GLOSSARY.................................................................     87


                                        3



              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

     We provide information to you about the securities in two separate
documents that progressively provide varying levels of detail:

     o    This prospectus, which provides general information, some of which may
          not apply to a particular series of securities including your series,
          and

     o    The accompanying prospectus supplement, which will describe the
          specific terms of the offered securities.

     We have started with several introductory sections describing the trust and
the securities in abbreviated form, followed by a more complete description of
the terms. The introductory sections are:

     o    Summary of Terms--which gives a brief introduction to the securities
          to be offered, and

     o    Risk Factors--which describes briefly some of the risks to investors
          of a purchase of the securities.

     Whenever we use words like "intends," "anticipates" or "expects" or similar
words in this prospectus, we are making a forward-looking statement, or a
projection of what we think will happen in the future. Forward-looking
statements are inherently subject to a variety of circumstances, many of which
are beyond our control and could cause actual results to differ materially from
what we anticipate. Any forward-looking statements in this prospectus speak only
as of the date of this prospectus. We do not assume any responsibility to update
or review any forward-looking statement contained in this prospectus to reflect
any change in our expectation about the subject of that forward-looking
statement or to reflect any change in events, conditions or circumstances on
which we have based any forward-looking statement.


                                        4



--------------------------------------------------------------------------------

                                SUMMARY OF TERMS

     The following summary highlights selected information from this prospectus
and provides a general overview of relevant terms of the securities. You should
read carefully this entire document and the accompanying prospectus supplement
to understand all of the terms of the offering.

Issuing Entity................   The trust to be formed for each series of
                                 securities. The trust will be formed by a trust
                                 agreement between the depositor and the trustee
                                 of the trust.

Depositor.....................   American Honda Receivables Corp., a wholly
                                 owned, limited purpose subsidiary of American
                                 Honda Finance Corporation.

Sponsor, Originator, Servicer
and Administrator.............   American Honda Finance Corporation, a wholly
                                 owned subsidiary of American Honda Motor Co.,
                                 Inc. American Honda Motor Co., Inc. is the
                                 exclusive distributor of Honda and Acura motor
                                 vehicles, Honda motorcycles and power products
                                 and Honda and Acura parts and accessories in
                                 the United States and is a wholly owned
                                 subsidiary of Honda Motor Co., Ltd., a
                                 corporation organized under the laws of Japan.

Owner Trustee.................   The owner trustee for each series of securities
                                 will be named in the prospectus supplement for
                                 that series.

Indenture Trustee.............   The trustee for the indenture pursuant to which
                                 the notes will be issued will be named in the
                                 prospectus supplement for that series.

Securities Offered............   Notes--A series of securities may include one
                                 or more classes of notes. Notes of a series
                                 will be issued pursuant to an indenture.

                                 Certificates--Each series of securities may
                                 include one or more classes of certificates,
                                 whether or not a class of notes is issued as
                                 part of the series. The applicable prospectus
                                 supplement will describe the following:

                                 o    if any notes are issued, the priority of
                                      payments (1) between the notes and
                                      certificates and (2) among different
                                      classes of notes; and

                                 o    the priority of payments among different
                                      classes of certificates.

                                 Terms--The terms of each class of notes and
                                 certificates in a series described in the
                                 applicable prospectus supplement will include
                                 the following:

                                 o    the stated principal amount of each class
                                      of notes and the stated certificate
                                      balance of each class of certificates; and

--------------------------------------------------------------------------------


                                        5



--------------------------------------------------------------------------------

                                 o    the interest rate (which may be fixed,
                                      variable, adjustable or some combination
                                      of these rates) or method of determining
                                      the interest rate.

                                 A class of notes may differ from other classes
                                 of notes and a class of certificates may differ
                                 from other classes of certificates in one or
                                 more aspects, including:

                                 o    timing and priority of payments;

                                 o    seniority;

                                 o    allocation of losses;

                                 o    interest rate or formula for determining
                                      the interest rate;

                                 o    amount of interest or principal payments;

                                 o    whether interest or principal will be
                                      payable to holders of the class if
                                      specified events occur;

                                 o    the right to receive collections from
                                      designated portions of the receivables
                                      owned by the trust; and

                                 o    The ability of holders of a class to
                                      direct the trustee to take specified
                                      remedies.

The Receivables...............   Purchasers of Honda and Acura motor vehicles
                                 often finance their purchases by entering into
                                 retail installment sale contracts with Honda
                                 and Acura dealers who then resell the contracts
                                 to American Honda Finance Corporation. These
                                 contracts are referred to as receivables, and
                                 the underlying vehicles are referred to as the
                                 financed vehicles. The purchasers of the
                                 financed vehicles are referred to as the
                                 obligors. The terms of the contracts must meet
                                 specified American Honda Finance Corporation
                                 requirements.

                                 On or before the date the securities of a
                                 series are issued, American Honda Finance
                                 Corporation will sell a specified amount of
                                 receivables to American Honda Receivables
                                 Corp., the depositor. The depositor will then
                                 sell those receivables to the trust. The sale
                                 by the depositor to the trust will be
                                 documented under a sale and servicing agreement
                                 among the depositor, the servicer and the
                                 trust.

                                 The receivables to be sold by American Honda
                                 Finance Corporation will be described in the
                                 applicable prospectus supplement.

The Trust Property............   The property of each trust.

                                 o    will be described in the applicable
                                      prospectus supplement;

                                 o    will primarily be a pool of receivables
                                      secured by new and used motor vehicles and
                                      amounts due or collected

--------------------------------------------------------------------------------


                                        6



--------------------------------------------------------------------------------

                                      under the receivables on or after a
                                      specified cutoff date; and

                                 o    will include assets related to the
                                      receivables including:

                                      o   security interests in the motor
                                          vehicles;

                                      o   proceeds from claims on related
                                          insurance policies;

                                      o   the rights of the depositor in rebates
                                          of premiums and other amounts relating
                                          to insurance policies and other items
                                          financed under the receivables;

                                      o   the rights of the depositor in the
                                          agreements identified in the
                                          applicable prospectus supplement;


                                      o   amounts deposited in specified bank
                                          accounts; and

                                      o   proceeds from liquidated assets.

Prefunding....................   If specified in a prospectus supplement, on the
                                 applicable closing date, the depositor will
                                 make a deposit into a prefunding account from
                                 proceeds received from the sale of the related
                                 securities, in an amount that will be specified
                                 in the related prospectus supplement, but not
                                 to exceed 50% of the proceeds of the offering.
                                 Amounts on deposit in the prefunding account
                                 will be used to purchase additional
                                 receivables, which will be required to have the
                                 same eligibility criteria and general
                                 characteristics as the initial pool of
                                 receivables during the period to be specified
                                 in the related prospectus supplement, which may
                                 not exceed one year from the date of issuance
                                 of the related securities. Any amounts
                                 remaining on deposit in the prefunding account
                                 following the end of the specified prefunding
                                 period will be transferred to the related
                                 collection account and included as part of
                                 available amounts on the next succeeding
                                 payment date or applied to specific classes of
                                 securities as described in the prospectus
                                 supplement.

Revolving Period .............   If specified in a prospectus supplement, during
                                 the period beginning on the related closing
                                 date and ending on the payment date to be
                                 specified in the related prospectus supplement,
                                 which may not exceed three years from the date
                                 of issuance of the related securities, all
                                 amounts that represent principal collections on
                                 the receivables that otherwise would become
                                 principal distributable amounts on the next
                                 related payment date will instead be used to
                                 purchase additional receivables, which will be
                                 required to have the same eligibility criteria
                                 and general characteristics as the initial pool
                                 of receivables or such other characteristics as
                                 described in the related prospectus supplement.

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                                 A trust may have both a prefunding account and
                                 revolving period. In this event, the prospectus
                                 supplement will specify which funds will be
                                 applied first to the purchase of additional
                                 receivables.

Credit and Cash Flow
Enhancement...................   The trusts may include features designed to
                                 provide protection from losses on assets of the
                                 trust to one or more classes of securities.
                                 These features are referred to as "credit
                                 enhancement." Credit enhancement may include
                                 any one or more of the following:

                                 o    subordination of one or more other classes
                                      of securities or excess interest;

                                 o    one or more reserve funds;

                                 o    over-collateralization;

                                 o    letters of credit, cash collateral
                                      accounts or other credit or liquidity
                                      facilities;

                                 o    surety bonds;

                                 o    guaranteed investment contracts, interest
                                      rate cap or floor agreements, or interest
                                      rate or currency swap agreements; or

                                 o    cash deposits.

                                 In addition, the trusts may include features
                                 designed to ensure the timely payment of
                                 amounts owed to securityholders. These features
                                 may include any one or more of the following:

                                 o    yield supplement agreements or accounts or
                                      overcollateralization features related to
                                      yield supplement requirements;

                                 o    liquidity facilities; or

                                 o    cash deposits.

                                 The specific terms of any credit and cash flow
                                 enhancement applicable to a trust or to the
                                 securities issued by a trust will be described
                                 in detail in the applicable prospectus
                                 supplement.

Servicing Fee.................   American Honda Finance Corporation will act as
                                 servicer for the receivables. In that capacity,
                                 the servicer will handle all collections,
                                 administer defaults and delinquencies and
                                 otherwise service the receivables. The trust
                                 will pay the servicer a monthly fee equal to a
                                 percentage of the total principal balance of
                                 the receivables at the beginning of the
                                 preceding month specified in the applicable
                                 prospectus supplement. The servicer may also
                                 receive additional servicing compensation in
                                 the form of investment earnings, late fees,
                                 prepayment fees and other administrative fees
                                 and expenses or similar charges received by the
                                 servicer during that month.

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Advances......................   The servicer may be obligated to advance to the
                                 trust interest on receivables that is due but
                                 unpaid by the obligor. In addition, the
                                 servicer may be obligated to advance to the
                                 trust principal of any receivables that are
                                 classified as precomputed receivables rather
                                 than as simple interest receivables. The
                                 servicer will not be required to make any
                                 advance if it determines that it will not be
                                 able to recover an advance from an obligor. The
                                 trust will reimburse the servicer from later
                                 collections on the receivables for which it has
                                 made advances, or from collections generally if
                                 the servicer determines that an advance will
                                 not be recoverable with respect to that
                                 receivable.

                                 We refer you to "Description of the Transfer
                                 and Servicing Agreements--Advances" in this
                                 prospectus for more detailed information on
                                 advances and reimbursement of advances.

Optional Purchase.............   The servicer may redeem any outstanding
                                 securities when the outstanding aggregate
                                 principal balance of the receivables declines
                                 to 10% or less of the original total principal
                                 balance of the receivables as of the cutoff
                                 date.

                                 We refer you to "Description of the Transfer
                                 and Servicing Agreements--Termination" in this
                                 prospectus for more detailed information on the
                                 servicer's optional purchase of receivables.

Auction.......................   If specified in a related prospectus
                                 supplement, if the servicer fails to purchase
                                 any remaining receivables on the first
                                 permitted date for such optional purchase, the
                                 trustee may offer for sale by means of an
                                 auction all such remaining receivables.

                                 We refer you to "Description of the Transfer
                                 and Servicing Agreements--Termination" in this
                                 prospectus for more detailed information on a
                                 trustee's auction of receivables.

Changes in Payment
Priorities....................   Each prospectus supplement will provide a
                                 description of the conditions under which
                                 changes in the priority of payments to
                                 securityholders would be made on any given
                                 payment date.

Removal of Pool Assets........   Each prospectus supplement will provide a
                                 description of the circumstances under which
                                 receivables may or are required to be removed
                                 from the related trust.

Tax Status....................   Special tax counsel to the trust will be
                                 required to deliver an opinion for federal
                                 income tax purposes:

                                 o    as to the characterization as debt of the
                                      notes issued by the trust; and

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                                 o    that the trust will not be characterized
                                      as an association (or a publicly traded
                                      partnership) taxable as a corporation.

                                 By purchasing a note, you will be agreeing to
                                 treat the note as indebtedness for tax
                                 purposes; and by purchasing a certificate, you
                                 will be agreeing to treat the trust as a
                                 partnership in which you are a partner, for
                                 federal income tax purposes.

                                 We refer you to "Material Income Tax
                                 Consequences" in this prospectus and the
                                 applicable prospectus supplement for more
                                 detailed information on the application of
                                 federal income tax laws.

                                 Notes--Notes will generally be eligible for
                                 purchase by employee benefit plans.

ERISA Considerations..........   Certificates-- Below investment grade classes
                                 of certificates issued by owner trusts will not
                                 be eligible for purchase by pension,
                                 profit-sharing or other employee benefit plans
                                 that are subject to Title I of ERISA, IRAs,
                                 Keogh Plans and other plans covered by Section
                                 4975 of the Internal Revenue Code and entities
                                 deemed to hold the plan assets of the foregoing
                                 (each a "Benefit Plan"). Investment grade
                                 classes of certificates will be eligible for
                                 purchase by a Benefit Plan unless the related
                                 prospectus supplement states otherwise.


                                 We refer you to "ERISA Considerations" in this
                                 prospectus and the applicable prospectus
                                 supplement for more detailed information
                                 regarding the ERISA eligibility of any class of
                                 securities.

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                                  RISK FACTORS

     You should consider the following risk factors and the risks described in
the section captioned "Risk Factors" in the applicable prospectus supplement in
deciding whether to purchase securities of any class.

YOU MUST RELY FOR REPAYMENT      The securities represent interests solely in
ONLY UPON PAYMENTS FROM THE      the trust or indebtedness of the trust and will
TRUST'S ASSETS WHICH MAY NOT     not be insured or guaranteed by American Honda
BE SUFFICIENT TO MAKE FULL       Finance Corporation (the servicer), American
PAYMENTS ON YOUR SECURITIES.     Honda Receivables Corp. (the depositor), or any
                                 of their respective affiliates, or the related
                                 trustee or any other person or entity other
                                 than the trust. The only source of payment on
                                 your securities are payments received on the
                                 receivables and, if and to the extent
                                 available, any credit or cash flow enhancement
                                 for the trust, including amounts on deposit in
                                 the reserve fund established for that trust.
                                 However, although funds in the reserve fund
                                 will be available to cover shortfalls in
                                 distributions of interest on and principal of
                                 your securities, funds to be deposited in this
                                 account are limited. If the funds in this
                                 account are exhausted, your securities will be
                                 paid solely from current distributions on the
                                 receivables. In limited circumstances, the
                                 trust will also have access to the funds in the
                                 yield supplement account. We refer you to
                                 "Description of the Transfer and Servicing
                                 Agreements--Yield Supplement Account; Yield
                                 Supplement Agreement" in this prospectus.

YOU MAY EXPERIENCE REDUCED       You may receive payment of principal on your
RETURNS ON YOUR INVESTMENT       securities earlier than you expected for the
RESULTING FROM PREPAYMENTS,      reasons set forth below. As a result, you may
REPURCHASES OR EARLY             not be able to reinvest the principal paid to
TERMINATION OF THE TRUST.        you earlier than you expected at a rate of
                                 return that is equal to or greater than the
                                 rate of return on your securities. Prepayments
                                 on the receivables by the related obligors and
                                 purchases of the receivables by the depositor
                                 and the servicer will shorten the life of the
                                 securities to an extent that cannot be fully
                                 predicted.

                                 In addition, a trust may contain a feature
                                 known as a prefunding account from which
                                 specified funds will be used to purchase
                                 additional receivables after the date the
                                 securities are issued. To the extent all of
                                 those funds are not used by the end of the
                                 specified period to purchase new receivables,
                                 those funds will be used to make payments on
                                 the securities. In that event, you would
                                 receive payments on your securities earlier
                                 than expected. Also, the depositor will be
                                 required to repurchase receivables from the
                                 trust if there is a breach of a representation
                                 or warranty relating to those receivables that
                                 materially adversely affects those receivables.
                                 American Honda Finance Corporation, as
                                 servicer, will also be required to purchase
                                 receivables from the trust if it breaches its
                                 servicing obligations with respect to those
                                 receivables. The servicer shall be permitted to
                                 purchase all remaining receivables from the
                                 trust when the outstanding aggregate principal
                                 balance of the receivables is 10% or less of
                                 the initial aggregate principal balance of the
                                 receivables as of the related cutoff date.

                                 Further, the receivables included in the trust
                                 may be prepaid, in full or in part, voluntarily
                                 or as a result of defaults, theft of or damage
                                 to the related vehicles or for other reasons.
                                 The rate of prepayments on

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                                 the receivables may be influenced by a variety
                                 of economic, social and other factors in
                                 addition to those described above. The servicer
                                 has limited historical experience with respect
                                 to prepayments on receivables. In addition, the
                                 servicer is not aware of publicly available
                                 industry statistics that detail the prepayment
                                 experience for contracts similar to the
                                 receivables. For these reasons, the servicer
                                 cannot predict the actual prepayment rates for
                                 the receivables. You will bear all reinvestment
                                 risk resulting from prepayments on the
                                 receivables and the corresponding acceleration
                                 of payments on the securities.

                                 The final payment of each class of securities
                                 is expected to occur prior to its scheduled
                                 final payment date because of the prepayment
                                 and purchase considerations described above. If
                                 sufficient funds are not available to pay any
                                 class of notes in full on its final scheduled
                                 payment date, an event of default will occur
                                 and final payment of that class of notes may
                                 occur later than that date.

INTERESTS OF OTHER PERSONS IN    Another person could acquire an interest in a
THE RECEIVABLES AND FINANCED     receivable that is superior to the trust's
VEHICLES COULD BE SUPERIOR TO    interest in that receivable because the
THE TRUST'S INTEREST, WHICH      receivables will not be segregated or marked as
MAY RESULT IN REDUCED PAYMENTS   belonging to the trust. The depositor will
ON YOUR SECURITIES.              cause financing statements to be filed with the
                                 appropriate governmental authorities to perfect
                                 the trust's interest in the receivables.
                                 However, the servicer will continue to hold the
                                 receivables. If another party purchases (or
                                 takes a security interest in) one or more
                                 receivables for new value in the ordinary
                                 course of business and obtains possession of
                                 those receivables without actual knowledge of
                                 the trust's interest because of the failure to
                                 segregate or mark those receivables, the new
                                 purchaser (or secured party) will acquire an
                                 interest in those receivables superior to the
                                 interest of the trust.

                                 Another person could acquire an interest in a
                                 vehicle financed by a receivable that is
                                 superior to the trust's interest in the vehicle
                                 because of the failure to identify the trust as
                                 the secured party on the related certificate of
                                 title. While American Honda Finance
                                 Corporation, as originator, will assign its
                                 security interest in the financed vehicles to
                                 the depositor, and the depositor will assign to
                                 the trust its security interests in the
                                 financed vehicles, the servicer will continue
                                 to hold the certificates in the capacity of an
                                 administrative lienholder of title or ownership
                                 for the vehicles. However, for administrative
                                 reasons, the servicer will not endorse or
                                 otherwise amend the certificates of title or
                                 ownership to identify the trust as the new
                                 secured party. Because the trust will not be
                                 identified as the secured party on any
                                 certificates of title or ownership, the
                                 security interest of the trust in the vehicles
                                 may be defeated through fraud, forgery,
                                 negligence or error and as a result the trust
                                 may not have a perfected security interest in
                                 the financed vehicles in every state.

                                 The possibility that the trust may not have a
                                 perfected security interest in the financed
                                 vehicles may affect the trust's ability to
                                 repossess and sell the financed vehicles or may
                                 limit the amount realized to less than the
                                 amount due by the related obligors. Therefore,
                                 you may be subject to delays in payment and may
                                 incur

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                                 losses on your investment in the securities as
                                 a result of defaults or delinquencies by
                                 obligors and because of depreciation in the
                                 value of the related financed vehicles. We
                                 refer you to "Certain Legal Aspects of the
                                 Receivables--Security Interests" in this
                                 prospectus.

RECEIVABLES THAT FAIL TO         Many federal and state consumer protection laws
COMPLY WITH CONSUMER             regulate consumer contracts such as the
PROTECTION LAWS MAY BE           receivables. If any of the receivables do not
UNENFORCEABLE, WHICH MAY         comply with one or more of these laws, the
RESULT IN LOSSES ON YOUR         servicer may be prevented from or delayed in
INVESTMENT.                      collecting amounts due on the receivables. If
                                 that happens, payments on the securities could
                                 be delayed or reduced. Each of American Honda
                                 Receivables Corp. and American Honda Finance
                                 Corporation will make representations and
                                 warranties relating to the receivables'
                                 compliance with law and the trust's ability to
                                 enforce the contracts. If American Honda
                                 Receivables Corp. or American Honda Finance
                                 Corporation breaches any of these
                                 representations or warranties, the trust's sole
                                 remedy will be to require American Honda
                                 Receivables Corp. to repurchase the affected
                                 receivables. We refer you to "Certain Legal
                                 Aspects of the Receivables--Consumer Protection
                                 Laws" in this prospectus

THE BANKRUPTCY OF AMERICAN       If either American Honda Finance Corporation,
HONDA FINANCE CORPORATION        the originator and servicer, or American Honda
(ORIGINATOR AND SERVICER) OR     Receivables Corp., the depositor, become
AMERICAN HONDA RECEIVABLES       subject to bankruptcy proceedings, you could
CORP. (DEPOSITOR) COULD RESULT   experience losses or delays in the payments on
IN LOSSES OR DELAYS IN           your securities. American Honda Finance
PAYMENTS ON YOUR SECURITIES.     Corporation, as originator, will sell the
                                 receivables to American Honda Receivables
                                 Corp., and American Honda Receivables Corp., as
                                 depositor, will in turn transfer the
                                 receivables to the trust. However, if either
                                 American Honda Finance Corporation or American
                                 Honda Receivables Corp. becomes subject to a
                                 bankruptcy proceeding, the court in the
                                 bankruptcy proceeding could conclude that
                                 American Honda Finance Corporation or American
                                 Honda Receivables Corp., as applicable, still
                                 owns the receivables by concluding that the
                                 sale to the depositor and/or to the trust was
                                 not a "true sale" or, in the case of a
                                 bankruptcy of the originator, that the
                                 depositor should be consolidated with the
                                 originator for bankruptcy purposes. If a court
                                 were to reach this conclusion, you could
                                 experience losses or delays in payments on your
                                 securities as a result of, among other things:

                                 o    the "automatic stay," which prevents
                                      secured creditors from exercising remedies
                                      against a debtor in bankruptcy without
                                      permission from the court and provisions
                                      of the U.S. Bankruptcy Code that permit
                                      substitution for collateral in limited
                                      circumstances;

                                 o    tax or government liens on the sponsor's
                                      or the depositor's property (that arose
                                      prior to the transfer of a receivable to
                                      the trust) having a prior claim on
                                      collections before the collections are
                                      used to make payments on your securities;
                                      and

                                 o    the trust not having a perfected security
                                      interest in (a) one or more of the
                                      financed vehicles securing the receivables
                                      or (b) any cash collections held by the
                                      servicer at the time the servicer becomes
                                      the subject of a bankruptcy proceeding.

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                                 The depositor will take steps in structuring
                                 each transaction described in this prospectus
                                 and the applicable prospectus supplement to
                                 minimize the risk that a court would
                                 consolidate the depositor with the originator
                                 for bankruptcy purposes or conclude that the
                                 sale of receivables to the depositor was not a
                                 "true sale." We refer you to "Certain Legal
                                 Aspects of the Receivables--Certain Bankruptcy
                                 Considerations" in this prospectus.

A SERVICER DEFAULT MAY RESULT    If a servicer default occurs, the indenture
IN ADDITIONAL COSTS, INCREASED   trustee or the noteholders in a given series of
SERVICING FEES BY A SUBSTITUTE   notes may remove the servicer without the
SERVICER OR A DIMINUTION IN      consent of the owner trustee or the
SERVICING PERFORMANCE,           certificateholders. In the event of the removal
INCLUDING HIGHER DELINQUENCIES   of the servicer and the appointment of a
AND DEFAULTS, ANY OF WHICH MAY   successor servicer, we cannot predict:
HAVE AN ADVERSE EFFECT ON YOUR
NOTES                            o    the cost of the transfer of servicing to
                                      the successor;

                                 o    the ability of the successor to perform
                                      the obligations and duties of the servicer
                                      under the servicing agreement; or

                                 o    the servicing fees charged by the
                                      successor.

                                 In addition, the noteholders have the ability,
                                 with some exceptions, to waive defaults by the
                                 servicer.

                                 Furthermore, the indenture trustee or the
                                 noteholders may experience difficulties in
                                 appointing a successor servicer and during any
                                 transition phase it is possible that normal
                                 servicing activities could be disrupted,
                                 resulting in increased delinquencies and/or
                                 defaults on the receivables.

PAYING THE SERVICER A FEE        Because the servicer is paid its base servicing
BASED ON A PERCENTAGE OF THE     fee based on a percentage of the aggregate
RECEIVABLES MAY RESULT IN THE    outstanding amount of the receivables, the fee
INABILITY TO OBTAIN A            the servicer receives each month will be
SUCCESSOR SERVICER.              reduced as the size of the pool decreases over
                                 time. At some point, if the need arises to
                                 obtain a successor servicer, the fee that such
                                 successor servicer would earn might not be
                                 sufficient to induce a potential successor
                                 servicer to agree to service the remaining
                                 receivables in the pool. In this event a higher
                                 servicing fee may need to be negotiated (with
                                 majority noteholder approval), resulting in
                                 less available funds that may be distributed to
                                 noteholders and certificateholders on a related
                                 payment date. Also if there is a delay in
                                 obtaining a successor servicer, it is possible
                                 that normal servicing activities could be
                                 disrupted during this period, resulting in
                                 increased delinquencies and/or defaults on the
                                 receivables.

THE BANKRUPTCY OF THE SERVICER   In the event of default by the servicer
COULD DELAY THE APPOINTMENT OF   resulting solely from certain events of
A SUCCESSOR SERVICER OR REDUCE   insolvency or the bankruptcy of the servicer, a
PAYMENTS ON YOUR NOTES           court, conservator, receiver or liquidator may
                                 have the power to prevent either the indenture
                                 trustee or the noteholders from appointing a
                                 successor servicer or prevent the servicer from
                                 appointing a sub-servicer, as the case may be,
                                 and delays in the collection of payments on the
                                 receivables may occur. Any delay in the
                                 collection of payments on the receivables may
                                 delay or reduce payments to noteholders.

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PROCEEDS OF THE SALE OF          If so directed by the holders of the requisite
RECEIVABLES MAY NOT BE           percentage of outstanding notes of a series,
SUFFICIENT TO PAY YOUR           following an acceleration of the notes upon an
SECURITIES IN FULL.              event of default, the indenture trustee will
                                 sell the receivables owned by the trust only in
                                 limited circumstances. However, there is no
                                 assurance that the market value of those
                                 receivables will at any time be equal to or
                                 greater than the aggregate principal amount of
                                 the notes or the sum of the aggregate principal
                                 amount of the notes and the aggregate principal
                                 balance of the certificates. Therefore, upon an
                                 event of default, there can be no assurance
                                 that sufficient funds will be available to
                                 repay you in full. This deficiency will be
                                 exacerbated in the case of any securities where
                                 the aggregate principal balance of the
                                 securities exceeds the aggregate principal
                                 balance of the receivables.

FAILURE TO PAY PRINCIPAL ON      The amount of principal required to be paid to
YOUR NOTES WILL NOT CONSTITUTE   the noteholders will generally be limited to
AN EVENT OF DEFAULT UNTIL        amounts available in the collection account
MATURITY.                        (and the reserve fund or other forms of credit
                                 or cash flow enhancement, if any). Therefore,
                                 the failure to pay principal on your notes
                                 generally will not result in the occurrence of
                                 an event of default until the final scheduled
                                 payment date for your notes. We refer you to
                                 "The Notes--the Indenture--Events of Default;
                                 Rights upon Event of Default" in this
                                 prospectus.

FUNDS HELD BY THE SERVICER       Subject to rating agency debt rating
THAT ARE INTENDED TO BE USED     thresholds, the servicer generally may retain
TO MAKE PAYMENTS ON THE          all payments and proceeds collected on the
SECURITIES MAY BE EXPOSED TO A   receivables during each collection period. The
RISK OF LOSS.                    servicer is generally not required to segregate
                                 those funds from its own accounts until the
                                 funds are deposited in the collection account
                                 on each payment date. Until any collections or
                                 proceeds are deposited into the collection
                                 account, the servicer will be able to invest
                                 those amounts for its own benefit at its own
                                 risk. The trust and securityholders are not
                                 entitled to any amount earned on the funds held
                                 by the servicer. If the servicer does not
                                 deposit the funds in the collection account as
                                 required on any payment date, the trust may be
                                 unable to make the payments owed on your
                                 securities.

IF THE TRUST ENTERS INTO A       If the trust enters into a currency swap,
CURRENCY OR AN INTEREST RATE     interest rate swap or a combined currency and
SWAP, PAYMENTS ON THE            interest rate swap, its ability to protect
SECURITIES WILL BE DEPENDENT     itself from shortfalls in cash flow caused by
ON PAYMENTS MADE UNDER THE       currency or interest rate changes will depend
SWAP AGREEMENT.                  to a large extent on the terms of the swap
                                 agreement and whether the swap counterparty
                                 performs its obligations under the swap. If the
                                 trust does not receive the payments it expects
                                 from the swap, the trust may not have adequate
                                 funds to make all payments to securityholders
                                 when due, if ever.

                                 If the trust issues securities denominated in a
                                 currency other than U.S. dollars, the trust
                                 will need to make payments on the securities in
                                 a currency other than U.S. dollars, as
                                 described in the applicable prospectus
                                 supplement. Payments collected on the
                                 receivables, however, will be in U.S. dollars.
                                 In this circumstance, the trust may enter into
                                 a currency swap to reduce its exposure to
                                 changes in currency exchange rates. A currency
                                 swap requires one party to

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                                 provide a specified amount of a currency to the
                                 other party at specified times in exchange for
                                 the other party providing a different currency
                                 at a predetermined exchange ratio. For example,
                                 if the trust issues securities denominated in
                                 Swiss francs, it might enter into a swap
                                 agreement with another party, the "swap
                                 counterparty", under which the trust would use
                                 the collections on the receivables to pay U.S.
                                 dollars to the swap counterparty in exchange
                                 for receiving Swiss francs at a predetermined
                                 exchange rate to make the payments owed on the
                                 securities. If the trust issues securities with
                                 adjustable interest rates, interest will be due
                                 on the securities at adjustable rates, while
                                 interest will be earned on the receivables at
                                 fixed rates. In this circumstance, the trust
                                 may enter into an interest rate swap to reduce
                                 its exposure to changes in interest rates. An
                                 interest rate swap requires one party to make
                                 payments to the other party in an amount
                                 calculated by applying an interest rate (for
                                 example a floating rate) to a specified
                                 notional amount in exchange for the other party
                                 making a payment calculated by applying a
                                 different interest rate (for example a fixed
                                 rate) to the same notional amount. For example,
                                 if the trust issues $100 million of securities
                                 bearing interest at a floating LIBOR rate, it
                                 might enter into a swap agreement under which
                                 the trust would pay interest to the swap
                                 counterparty in an amount equal to an agreed
                                 upon fixed rate on $100 million in exchange for
                                 receiving interest on $100 million at the
                                 floating LIBOR rate. The $100 million would be
                                 the "notional" amount because it is used simply
                                 to make the calculation. In an interest rate
                                 swap, no principal payments are exchanged.

TERMINATION OF A SWAP            A swap agreement may be terminated if
AGREEMENT AND THE INABILITY TO   particular events occur. Most of these events
LOCATE REPLACEMENT SWAP          are generally beyond the control of the trust
COUNTERPARTY MAY CAUSE           or the swap counterparty. If an event of
TERMINATION OF THE TRUST.        default under swap agreement occurs and the
                                 trustee is not able to assign the swap
                                 agreement to another party, obtain a swap
                                 agreement on substantially the same terms or is
                                 unable to establish any other arrangement
                                 satisfactory to the rating agencies, the
                                 trustee may terminate the swap agreement. In
                                 addition, the trust may terminate and the
                                 trustee would then sell the assets of the
                                 trust. In this type of situation, it is
                                 impossible to predict how long it would take to
                                 sell the assets of the trust.

                                 Some of the possible adverse consequences of a
                                 sale of the assets of the trust are:

                                 o    the proceeds from the sale of assets under
                                      those circumstances may not be sufficient
                                      to pay all amounts owed to you;

                                 o    amounts available to pay you will be
                                      further reduced if the trust is required
                                      to make a termination payment to the swap
                                      counterparty;

                                 o    termination of the swap agreement may
                                      expose the trust to currency or interest
                                      rate risk, further reducing amounts
                                      available to pay you;

                                 o    the sale may result in payments to you
                                      significantly earlier than expected; and

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                                       16



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                                 o    a significant delay in arranging a sale of
                                      the trust's assets could result in a delay
                                      in principal payments. This would, in
                                      turn, increase the weighted average life
                                      of the securities and could reduce the
                                      return on your securities.

                                 Additional information about termination of the
                                 trust and sale of the trust's assets, including
                                 a description of how the proceeds of a sale
                                 would be distributed will be included in the
                                 applicable prospectus supplement. Any swap
                                 agreement involves a high degree of risk. A
                                 trust will be exposed to this risk should it
                                 use this mechanism. For this reason, only
                                 investors capable of understanding these risks
                                 should invest in the securities. You are
                                 strongly urged to consult with your financial
                                 advisors before deciding to invest in the
                                 securities if a swap is involved.

THE RATING OF A THIRD PARTY      If a trust enters into any third party credit
CREDIT ENHANCEMENT PROVIDER      enhancement arrangement, the rating agencies
MAY AFFECT THE RATINGS OF THE    that rate the trust's securities will consider
SECURITIES.                      the provisions of arrangement and the rating of
                                 any third party credit enhancement provided. If
                                 a rating agency downgrades the debt rating of
                                 any third party credit provided, it is also
                                 likely to downgrade the rating of the
                                 securities. Any downgrade in the rating of the
                                 securities could have severe adverse
                                 consequences on their liquidity or market
                                 value.

YOU MAY HAVE DIFFICULTY          The securities are not expected to be listed on
SELLING YOUR SECURITIES AND/OR   any securities exchange. Therefore, in order to
OBTAINING YOUR DESIRED PRICE     sell your securities, you must first locate a
DUE TO THE ABSENCE OF A          willing purchaser. In addition, currently, no
SECONDARY MARKET.                secondary market exists for the securities. We
                                 cannot assure you that a secondary market will
                                 develop. The underwriters of any series of
                                 securities may make a secondary market for the
                                 securities by offering to buy the securities
                                 from investors that wish to sell. However, any
                                 underwriters agreeing to do so will not be
                                 obligated to offer to buy the securities and
                                 they may stop making offers at any time.

BECAUSE THE SECURITIES ARE IN    Because the securities will be issued in
BOOK-ENTRY FORM, YOUR RIGHTS     book-entry form, you will be required to hold
CAN ONLY BE EXERCISED            your interest in the securities through The
INDIRECTLY.                      Depository Trust Company in the United States,
                                 or Clearstream Banking, societe anonyme, or the
                                 Euroclear System in Europe. Transfers of
                                 interests in the securities within The
                                 Depository Trust Company, Clearstream,
                                 Luxembourg or Euroclear must be made in
                                 accordance with the usual rules and operating
                                 procedures of those systems. So long as the
                                 securities are in book-entry form, you will not
                                 be entitled to receive a physical note or
                                 certificate representing your interest. The
                                 securities will remain in book-entry form
                                 except in the limited circumstances described
                                 under the caption "Certain Information
                                 Regarding the Securities--Book-Entry
                                 Registration." Unless and until the securities
                                 cease to be held in book-entry form, the
                                 trustee will not recognize you as a
                                 "noteholder" or "certificateholder." As a
                                 result, you will only be able to exercise the
                                 rights of securityholders indirectly through
                                 The Depository Trust Company (if in the United
                                 States) and its participating organizations, or
                                 Clearstream, Luxembourg and Euroclear (in
                                 Europe) and their

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                                       17



--------------------------------------------------------------------------------

                                 participating organizations. Holding the
                                 securities in book-entry form could also limit
                                 your ability to pledge your securities to
                                 persons or entities that do not participate in
                                 The Depository Trust Company, Clearstream,
                                 Luxembourg or Euroclear and to take other
                                 actions that require a physical note or
                                 certificate representing the securities.

                                 Interest and principal on the securities will
                                 be paid by the trust to The Depository Trust
                                 Company as the record holder of the securities
                                 while they are held in book-entry form. The
                                 Depository Trust Company will credit payments
                                 received from the trust to the accounts of its
                                 participants which, in turn, will credit those
                                 amounts to securityholders either directly or
                                 indirectly through indirect participants. This
                                 process may delay your receipt of principal and
                                 interest payments from the trust.

PAID-AHEAD SIMPLE INTEREST       If an obligor on a simple interest contract
CONTRACTS MAY AFFECT THE         makes a payment on the contract ahead of
WEIGHTED AVERAGE LIFE OF THE     schedule (for example, because the obligor
NOTES                            intends to go on vacation), the weighted
                                 average life of the securities could be
                                 affected. This is because the additional
                                 scheduled payments will be treated as a
                                 principal prepayment and applied to reduce the
                                 principal balance of the related receivable and
                                 the obligor will generally not be required to
                                 make any scheduled payments during the period
                                 for which it was paid-ahead. During this
                                 paid-ahead period, interest will continue to
                                 accrue on the principal balance of the
                                 contract, as reduced by the application of the
                                 additional scheduled payments, but the
                                 obligor's contract would not be considered
                                 delinquent during this period. While the
                                 servicer may be required to make interest
                                 advances during this period, no principal
                                 advances will be made. Furthermore, when the
                                 obligor resumes the required payments, the
                                 payments so paid may be insufficient to cover
                                 the interest that has accrued since the last
                                 payment by that obligor. This situation will
                                 continue until the regularly scheduled payments
                                 are once again sufficient to cover all accrued
                                 interest and to reduce the principal balance of
                                 the receivable.

                                 The payment by the trust of the paid-ahead
                                 principal amount on the securities will
                                 generally shorten the weighted average life of
                                 the securities. However, depending on the
                                 length of time during which a paid-ahead simple
                                 interest receivable is not amortizing as
                                 described above, the weighted average life of
                                 the securities may be extended. In addition, to
                                 the extent the servicer makes advances on a
                                 paid-ahead simple interest receivable which
                                 subsequently goes into default, because
                                 liquidation proceeds for this receivable will
                                 be applied first to reimburse the servicer for
                                 its advances, the loss on this receivable may
                                 be larger than would have been the case had
                                 advances not been made.

                                 The originator's portfolio of retail
                                 installment sale contracts has historically
                                 included simple interest receivables which have
                                 been paid-ahead by one or more scheduled
                                 monthly payments. There can be no assurance as
                                 to the number of receivables in the trust which
                                 may become paid-ahead simple interest
                                 receivables as described above or the number or
                                 the principal amount of the scheduled payments
                                 which may be paid-ahead.

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                                       18



--------------------------------------------------------------------------------

THE PURCHASE OF ADDITIONAL       If so specified in the related prospectus
RECEIVABLES AFTER THE CLOSING    supplement, a trust may either use amounts on
DATE MAY ADVERSELY AFFECT THE    deposit of TRUST OR THE principal collections
CHARACTERISTICS OF THE           received on its receivables to purchase
RECEIVABLES HELD BY THE          additional receivables from the depositor after
AVERAGE LIFE OF AND RATE OF      the related closing date during a specified
RETURN ON THE SECURITIES.        revolving period or use funds on deposit in a
                                 prefunding account during a specified funding
                                 period to purchase additional receivables or
                                 may use both features. All additional
                                 receivables purchased from the depositor must
                                 meet the selection criteria applicable to the
                                 receivables purchased by the trust on the
                                 closing date. The credit quality of the
                                 additional receivables may be lower than the
                                 credit quality of the initial receivables,
                                 however, and could adversely affect the
                                 performance of the related receivables pool. In
                                 addition, the rate of prepayments on the
                                 additional receivables may be higher than the
                                 rate of prepayments on the initial receivables,
                                 which could reduce the average life of and rate
                                 of return on your securities. You will bear all
                                 reinvestment risk associated with any
                                 prepayment of your securities.

OCCURRENCE OF EVENTS OF          Payment defaults or the insolvency or
DEFAULT UNDER THE INDENTURE      dissolution of the depositor may result in
MAY RESULT IN INSUFFICIENT       prepayment of the securities, which may result
FUNDS TO MAKE PAYMENTS ON YOUR   in losses. If the trust fails to pay principal
SECURITIES                       of the notes when due, or fails to pay interest
                                 on the notes within five days of the due date,
                                 the indenture trustee or the holders of a
                                 majority of the notes outstanding may declare
                                 the entire amount of the notes to be due
                                 immediately. If this happens, the indenture
                                 trustee may sell the assets of the trust and
                                 prepay the notes if certain conditions are met.
                                 We refer you to "The Notes--Indenture--Events
                                 of Default; Rights Upon Events of Default" in
                                 this prospectus. In the event that the
                                 indenture trustee sells the receivables under
                                 adverse market conditions, proceeds from the
                                 sale of the receivables may not be sufficient
                                 to repay all of the notes and you may suffer a
                                 loss.

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                                       19



                                  DEFINED TERMS

     In later sections, we use a few terms that we define either immediately
surrounding the first use of such term or within the text or in the glossary at
the end of this prospectus. These terms appear in bold face on their first use.

               THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER

GENERAL

     American Honda Finance Corporation ("AHFC") was incorporated in the State
of California in February, 1980. AHFC serves in the following capacities in its
securitization program: sponsor, originator, administrator and servicer.

     AHFC has provided wholesale financing to authorized dealers in the United
States for the following:

     o    Honda motorcycles since 1980,

     o    Honda power equipment since 1983, and

     o    Honda and Acura motor vehicles since 1986.

     AHFC has provided retail financing to authorized dealers in the United
States for the following:

     o    Honda and Acura automobiles, minivans and sport utility vehicles since
          1986,

     o    Honda motorcycles (including scooters and all terrain vehicles) since
          1985, and personal water craft since 2002,

     o    Honda power equipment including lawn and utility tractors, lawnmowers,
          snow throwers, water pumps, portable outboard motors, outboard marine
          engines and generators since 1985, and

     o    Honda marine products since 2002.

     Only Receivables related to the retail financing of Honda and Acura
automobiles, minivans and sport utility vehicles are included as assets of any
trust.

     Since 1990, AHFC has also offered retail leasing for Honda and Acura motor
vehicles and Honda motorcycles throughout the United States. In 1997, Honda
Lease Trust ("HLT"), a Delaware business trust, was established to hold and
convey lease titles. AHFC no longer holds title to any vehicles involved in
retail leasing. AHFC does, however, originate and service the assets for HLT.
Since 1994, AHFC and its wholly owned subsidiary, American Honda Service
Contract Corporation, a Florida corporation, have administered the sale of
vehicle service contracts throughout the United States for American Honda Motor
Co., Inc., which we refer to in this prospectus as "AHMC", a California
corporation and the parent corporation of AHFC.

     AHFC has the following wholly owned special purpose finance subsidiaries:

     o    American Honda Receivables Corp., a California corporation and the
          depositor of the trusts,

     o    America Honda Receivables Corp. II, a California corporation,

     o    Honda Titling Inc., a Delaware corporation, and

     o    Honda Funding Inc., a Delaware corporation.

     AHFC is a wholly owned subsidiary of AHMC. AHMC is a wholly owned
subsidiary of Honda Motor Co., Ltd., a company organized under the laws of
Japan, which is a worldwide manufacturer and distributor of motor vehicles,
motorcycles and power equipment. AHMC is the sole authorized distributor in the
United States of the following:

     o    Honda and Acura motor vehicles,


                                       20



     o    Honda motorcycles,

     o    Honda power equipment, and

     o    Honda and Acura parts and accessories.

SECURITIZATION EXPERIENCE

     AHFC has been selling its assets in securitization transactions since 1992.

     AHFC sponsors securitization programs for retail installment sale contracts
and interests in automobile lease contracts. In the U.S. securitization market,
AHFC sponsors a number of programs in which it sells receivables in
securitization transactions or other structured financings both in the public
markets and in private transactions. In addition to making registered public
offerings, AHFC has sold retail installment sale contracts and automobile
lease-backed receivables to asset-backed commercial paper conduits.

     AHFC has had an active publicly registered securitization program involving
retail installment sale contracts since 1992. The asset-backed securities
offered by the prospectus supplement accompanying this prospectus are part of
this program. As of the date of this prospectus, none of the asset-backed
securities offered in this program have experienced any losses or Events of
Default.

     AHFC originates all receivables in each asset pool to be securitized in the
ordinary course of its business. For a description of the selection criteria
used in selecting the asset pool to be securitized, see "The Receivables" in
this prospectus. AHFC engages one of the selected underwriters of the related
securities to assist in structuring the transaction based on the forecasted cash
flows of the pool. AHFC also works with such lead underwriter to determine class
sizes and average lives based on current market conditions.

ORIGINATION

     AHFC purchases retail installment sale contracts secured by new or used
motor vehicles. RECEIVABLES are originated by dealers in accordance with AHFC's
requirements under existing agreements between AHFC and the related Dealers
governing the assignment of the Receivables to AHFC (which we refer to in this
prospectus as the "DEALER AGREEMENTS") and are purchased in accordance with
AHFC's underwriting procedures.

     AHFC requires that credit applications received from dealers be signed by
the applicant and contain the applicant's name, address, social security number,
residential status, source and amount of monthly income and amount of monthly
rent or mortgage payments.

        Most credit applications are submitted by an authorized dealer through
the web-based Dealer Interactive Network or are faxed to one of AHFC's regional
offices, which function as regional credit centers. Once received, information
from the credit application is entered into the Automated Credit Application
Processing System ("ACAPS"). In all cases, ACAPS automatically retrieves credit
bureau reports from an independent credit bureau reporting agency for each
application. Dealers may also access the status of an applicant's credit
application via the Dealer Interactive Network.

     The credit application is forwarded to the computer terminal of AHFC's
credit buyer for review. The internal credit score is the primary basis for the
credit decision. In addition to the credit score, the credit buyer analyzes the
applicant's willingness and ability to pay, the applicant's stability factors,
as well as the value of the vehicle to be financed. The credit report is
reviewed to determine the applicant's current credit status and past credit
performance.

     To receive funding for an approved application, each Honda and Acura dealer
who originated the Receivables (each, a "DEALER") must forward all retail
financing related documents to the appropriate regional office. The Dealer
prepares all necessary paperwork on behalf of AHFC to enter into a retail
installment contract. The originations department within the regional office
reviews all documentation, including the executed contract between the dealer
and the individual, the credit application, insurance documentation, vehicle
title and registration documents, co-signer or other state-required


                                       21



disclosures or documents, along with any other items specific to the
transaction. All documentation is checked against AHFC's procedures. Then, the
contract information is entered into the contract processing system and
undergoes a series of systems edits. This system has general ledger interfaces
to the appropriate accounts, and processes all entries, debits and credit
required to established receivables for account origination. AHFC's accounting
department conducts all necessary system balancing.

     The originations department determines whether the contract package
complies with its requirements before disbursing contract proceeds to the
Dealer. Contract proceeds are normally deposited directly in the Dealer's bank
account through the automated clearing house system.

SERVICING EXPERIENCE

     AHFC services all of the receivables it originates, including receivables
sold in securitizations and other structured financings, through its regional
offices. AHFC has been the servicer for its public retail securitization program
since its inception. AHFC will be responsible for all servicing functions for
the Receivables. We refer to AHFC in this capacity as the SERVICER. In addition,
the servicer, at its discretion and in accordance with its customary servicing
practices, shall have the option to (i) grant extensions, rebates or adjustments
on a Receivable, (ii) waive any prepayment charge, late payment charge or any
other fees that may be collected in the ordinary course of servicing the
Receivables, (iii) appoint a subservicer to perform all or any portion of its
obligations as servicer under the related sale and servicing agreement in
accordance with the terms of such sale and servicing agreement and (iv) appoint
a subcontractor, either at its own discretion or at the discretion of its
regional offices and servicer centers, to manage various aspects of the
Receivables, such as collections, repossessions and liquidations. All required
information regarding any material third-party providers will be disclosed
either in the related prospectus supplement or in subsequent required filings
with the SEC.

     For a description of AHFC's servicing experience for its entire portfolio
of retail installment sale contracts on automobiles, including contracts sold in
securitizations, that AHFC continues to service, see "The Sponsor, Originator,
Administrator and Servicer" in the prospectus supplement.

MATERIAL CHANGES TO SERVICING POLICIES AND PROCEDURES

     AHFC maintains a current system of online operational policies and
procedures that is available to all associates in its nine regional offices and
national service center.

     AHFC's servicing policies have been most affected by the following changes
over the last three years by the implementation of a new system of record - the
Customer Account Servicing System (CASS) - in August, 2004. The significant
changes under CASS are the combination of loans and leases onto one system of
record, the use of Graphical User Interface screens to simplify usage and
provide for easier training for new employees and the automatic charge off of
delinquent accounts at 120 days. This change to automatic charge offs of
delinquent accounts at 120 days from the previous manual system of charge offs
temporarily adversely affected net credit loss statistics, which have since been
reversed.

                                  THE DEPOSITOR

     American Honda Receivables Corp. is a wholly owned, limited purpose finance
subsidiary of AHFC and was incorporated in the State of California in August
1992, and is referred to as the DEPOSITOR in this prospectus. The depositor was
organized primarily for the purpose of acquiring retail installment sale
contracts similar to the Receivables and associated rights from AHFC, causing
the issuance of securities similar to the securities and engaging in related
transactions. The depositor's articles of incorporation limit the activities of
the depositor to the foregoing purposes and to any activities incidental to and
necessary for those purposes (including repurchase obligations for breaches of
representations and warranties regarding Receivables). Other than the obligation
to obtain the consent of the depositor with respect to amendments to the related
trust agreement or other consent rights given to the holder of the residual
interest in the related trust, the depositor will have no ongoing duties with
respect to each trust.


                                       22



     The articles of incorporation and bylaws of the depositor include
requirements for independent directors, extensive corporate separateness
covenants and restrictions on its permitted corporate functions (including on
its ability to borrow money or incur debts), all of which are designed to
prevent the consolidation of the assets the depositor with those of either AHFC
or any affiliate of AHFC in the event of a bankruptcy or insolvency proceeding
of AHFC or such other affiliated entity. In addition, the depositor itself may
not file a voluntary petition for bankruptcy or insolvency protection in either
Federal or any state court without the consent of the two independent directors.

                                  THE TRUSTEES

     The owner trustee (and Delaware trustee, if applicable) for each trust
under the trust agreement, and the indenture trustee, under any indenture
pursuant to which notes are issued, will be specified in the applicable
prospectus supplement. We refer to any trustee, owner trustee, Delaware trustee
and indenture trustee in this prospectus collectively as TRUSTEES. If a Delaware
trustee is appointed, its roles will be limited to those duties required under
the Delaware Statutory Trust Act. The indenture trustee will act on behalf of
the noteholders and represent their rights and interests in the exercise of
their rights under the related indenture. The owner trustee will act on behalf
of the certificateholders and represent their rights and interests in the
exercise of their rights under the related trust agreement. The owner trustee
will also execute and deliver all agreements required to be entered into on
behalf of the related trust.

     Any trustee's liability in connection with the issuance and sale of the
related securities is limited solely to the express obligations of that trustee
set forth in the related trust agreement, sale and servicing agreement or
indenture, as applicable. Under the indenture, the indenture trustee, and its
officer's, directors, employees and agents, are indemnified by the administrator
for all costs, losses, liabilities and expenses (including, but not limited to,
attorneys fees) incurred in connection with the performance of its duties,
except those resulting from its own willful misconduct, negligence or bad faith.
Under the trust agreement, the owner trustee will not be held answerable or
accountable under any circumstances except for those arising from its own
willful misconduct, bad faith or gross negligence or for inaccuracies in any
representations or warranties expressly made by the owner trustee. In addition,
the owner trustee has the right to seek adequate security or indemnities from
the related certificateholders prior to the undertaking of any course of action
requested by such certificateholders. Pursuant to the administration agreement,
the administrator will provide the required indemnification to each trustee;
however, if the administrator is unable to pay these obligations, they would be
an obligation of the related trust. See "Description of the Transfer and
Servicing Agreements--The Administration Agreement" in this prospectus.

     A trustee may resign at any time, in which event the servicer, or its
successor, will be obligated to appoint a successor thereto. In addition, AHFC,
in its capacity as administrator under the related administration agreement,
which we refer to in this prospectus as the ADMINISTRATOR, may also remove a
trustee that becomes insolvent or otherwise ceases to be eligible to continue in
that capacity under the related trust agreement, sale and servicing agreement or
indenture, as applicable. Under the administration agreement, the administrator
will be liable for any resulting expenses, but if the administrator is not able
to pay, any transition expenses would become an obligation of the trust. Any
resignation or removal of a trustee and appointment of a successor trustee will
not become effective until acceptance of the appointment by the successor.

                        FORMATION OF THE ISSUING ENTITIES

     The depositor will establish each trust (each of which is referred to as a
TRUST) pursuant to a trust agreement.

     The terms of each series of notes or certificates issued by each trust and
additional information concerning the assets of each trust and any applicable
credit or cash flow enhancement will be set forth in a prospectus supplement to
this prospectus. The notes and certificates to be issued by a trust are
collectively referred to in this prospectus as the SECURITIES.

     Each trust will be structured, and each TRANSFER AND SERVICING AGREEMENT
will contain non-petition clauses, whereunder all applicable parties covenant
not to institute any bankruptcy or


                                       23



insolvency proceedings (or take any related actions) against either the
applicable trust or the depositor until at least one year and one day after the
date on which all applicable securities have been paid in full.

                        PROPERTY OF THE ISSUING ENTITIES

     The property of each trust will consist of a pool of retail installment
sale contracts originated on or after the date indicated in the applicable
prospectus supplement between the applicable Dealers and the related retail
purchasers of a Financed Vehicle who entered into such retail installment sale
contracts (which we refer to in this prospectus as the "OBLIGORS"). These
contracts are referred to as the Receivables and evidence the indirect financing
made available by American Honda Finance Corporation, which we refer to in this
prospectus as AHFC or the SPONSOR, to the Obligors. The Receivables will be
secured by the related FINANCED VEHICLES and all principal and interest payments
made on or after the applicable cutoff date and other property, all as specified
in the applicable prospectus supplement. "New" vehicles may include
"demonstration" vehicles, which are not titled in some states and may be
classified as new vehicles in those states.

     The Receivables will be originated by Dealers in accordance with AHFC's
requirements under the related DEALER AGREEMENTS. AHFC will purchase the
Receivables of each pool in the ordinary course of business pursuant to the
Dealer Agreements.

     On or before the related closing date, which is the date of the initial
issuance of any series of securities, AHFC will sell the Receivables comprising
the related pool to the depositor, and the depositor will sell those Receivables
to the trust pursuant to the related sale and servicing agreement among the
depositor, AHFC, in its capacity as servicer of the Receivables, which we refer
to as the SERVICER, and the trust.

     In addition to the Receivables, the property of each trust will also
include the following:

     o    amounts that may be held in separate trust accounts established and
          maintained by the servicer with the trustee pursuant to the related
          sale and servicing agreement;

     o    security interests in the Financed Vehicles and any related property;

     o    the rights to proceeds from claims on physical damage, credit life and
          disability insurance policies covering the Financed Vehicles or the
          Obligors;

     o    proceeds from payments collected by AHFC from Dealers obligated to
          repurchase Receivables from AHFC which do not meet specified
          representations made by the Dealers;

     o    the depositor's right under, as applicable, the sale and servicing
          agreement, the purchase agreement and the yield supplement agreement,
          if any;

     o    the depositor's right to realize upon any property (including the
          right to receive future net liquidation proceeds) that secured a
          Receivable; and

     o    all proceeds of the foregoing.

     Various forms of credit and cash flow enhancement may be used to benefit
holders of the related securities, including a reserve fund. If required by the
applicable rating agencies, a trust will also have access to the funds in a
yield supplement account.

                                 THE RECEIVABLES

     AHFC will purchase the Receivables from the Dealers in the ordinary course
of business in accordance with AHFC's underwriting standards. The Receivables to
be held by each trust will be randomly selected from those motor vehicle retail
installment sale contracts in AHFC's portfolio that meet several criteria. These
criteria provide that each Receivable:

     o    was originated in the United States and the Obligor is not a federal,
          state or local governmental entity;


                                       24



     o    provides for level monthly payments which provide interest at the
          applicable annual percentage rate (which we refer to in this
          prospectus as the "APR") and fully amortize the amount financed over
          an original term to maturity no greater than the number of months
          specified in the applicable prospectus supplement; and

     o    is attributable to the purchase of a new or used Honda or Acura motor
          vehicle and is secured by that vehicle.

     In addition, the related prospectus supplement will provide additional
selection criteria, if any, which may include geographic location, percentage by
principal balance of the Receivables of new vehicles and used vehicles, credit
grade, original term to maturity, remaining term to maturity, date of
origination, contractual annual percentage rate, percentage by principal balance
of the Receivables financed through Honda dealers and Acura dealers and the
exclusion of Receivables originated under certain low rate programs. AHFC
reviews each pool to verify that it is reasonably representative of the total
managed assets. For a description of AHFC's loss and delinquency experience on
its managed pool portfolio, see "The Sponsor, Originator, Administrator and
Servicer--Servicing Experience" in the related prospectus supplement.

     Each Receivable will be purchased from a Dealer under either an "incentive"
program or a "non-incentive" program. Under an "incentive" program, a Receivable
purchased from a Dealer is purchased with a below market APR and is subsidized
by AHMC. AHMC pays AHFC a subsidy calculated based on the difference in interest
AHFC would normally earn on the Receivable at its standard purchase rate and the
interest earned at the special below market APR. Under a "non-incentive"
program, a Receivable purchased from a Dealer is purchased by AHFC at AHFC's
standard purchase rate.

     Each Receivable will provide for the related monthly payment on a Financed
Vehicle owed by the related Obligor (each such payment, a "SCHEDULED PAYMENT")
according to (i) the SIMPLE INTEREST METHOD or (ii) the ACTUARIAL method, each
as defined and described below.

     Simple Interest Receivables. Payments on SIMPLE INTEREST RECEIVABLES, using
the simple interest method, will be applied first to interest accrued through
the date immediately preceding the date of payment and then to unpaid principal.
Accordingly, if an Obligor pays an installment before its due date, the portion
of the payment allocable to interest for the payment period will be less than if
the payment had been made on the due date, the portion of the payment applied to
reduce the PRINCIPAL BALANCE will be correspondingly greater, and the Principal
Balance will be amortized more rapidly than scheduled.

     Conversely, if an Obligor pays an installment after its due date, the
portion of the payment allocable to interest for the payment period will be
greater than if the payment had been made on the due date, the portion of the
payment applied to reduce the Principal Balance will be correspondingly less,
and the Principal Balance will be amortized more slowly than scheduled, in which
case a larger portion of the Principal Balance may be due on the final scheduled
payment date. No adjustment to the scheduled monthly payments is made in the
event of early or late payments, although in the case of late payments the
Obligor may be subject to a late charge.

     Precomputed Receivables. A PRECOMPUTED RECEIVABLE, using the actuarial
method, provides for amortization of the contract over a series of fixed level
monthly installments. Each scheduled payment is deemed to consist of an amount
of interest equal to 1/12 of the stated APR of the Receivable multiplied by the
scheduled Principal Balance of the Receivable and an amount of principal equal
to the remainder of the Scheduled Payment. No adjustment to the scheduled
monthly payments is made in the event of early or late payments, although in the
case of late payments the Obligor may be subject to a late charge.

     In the event of a prepayment in full (voluntarily or as a result of the
receipt of liquidation proceeds) of a Precomputed Receivable, a "rebate" will be
made to the Obligor of that portion of the total amount of payments under the
Receivable allocable to "unearned" interest charges. In the event of the
prepayment in full (voluntarily or as a result of the receipt of liquidation
proceeds) of a Simple Interest Receivable, a "rebate" will not be made to the
Obligor, but the Obligor will be required to


                                       25



pay interest only to the date immediately preceding the date of prepayment. The
amount of a rebate under a Precomputed Receivable will always be less than or
equal to the remaining scheduled payments of interest that would have been due
under a Simple Interest Receivable for which all remaining payments were made on
schedule.

     Additional information with respect to each specific pool of Receivables,
as well as static pool information regarding the pools related to previously
issued series of securities, will be set forth in the related prospectus
supplement.

UNDERWRITING OF MOTOR VEHICLE LOANS

     AHFC, in its capacity as originator, which we refer to in such capacity in
this prospectus as the ORIGINATOR, purchases all of the related retail
installment sale contracts secured by new or used Honda and Acura motor vehicles
from the Dealers. These contracts are underwritten using the originator's
standard underwriting procedures. The Receivables are originated by Dealers in
accordance with the originator's requirements under existing Dealer Agreements
and will be purchased in accordance with the originator's underwriting
procedures which emphasize, among other factors, the applicant's willingness and
ability to pay and the value of the vehicle to be financed.

     The originator requires that applications received from Dealers be signed
by the applicant and contain, among other information, the applicant's name,
address, social security number, residential status, source and amount of
monthly income and amount of monthly rent or mortgage payment. Upon receipt of
the above information, the originator obtains a credit report from an
independent credit bureau reporting agency. The originator reviews the credit
report to determine the applicant's current credit status and past credit
performance. The originator considers both negative factors including past due
credit, repossessions, loans charged off by other lenders and previous
bankruptcy and also positive factors such as amount of credit and favorable
payment history.

     The originator's credit decision is influenced by, among other things, a
credit scoring system and other considerations. The credit scoring process
considers residence and employment stability, credit bureau information,
application and contract information. The credit scoring process also takes into
account income requirements and the ratio of income to total debt. The
originator makes its final credit decision based upon the degree of credit risk
perceived and the amount of credit requested.

     The originator's retail installment sale contract requires that Obligors
maintain specific levels and types of insurance coverage to protect the Financed
Vehicle against loss. At the time of purchase, an Obligor signs a statement
which indicates that he or she either has or will have the necessary insurance,
and which shows the name and address of the insurance company along with a
description of the type of coverage. The originator generally requires Obligors
to provide it with evidence of compliance with the foregoing insurance
requirements; however, the originator performs no ongoing verification of
insurance coverage. The originator will not be obligated to make payments to a
trust for any loss when third party insurance has not been maintained.

     The amount of a retail installment sale contract secured by a new or used
Honda or Acura motor vehicle generally will not exceed 120% of the dealer
invoice cost of the related vehicle plus select accessories at the dealer cost,
sales tax, title and registration fees, insurance premiums for credit life and
credit disability insurance and certain fees for extended service contract or,
in the case of used motor vehicles, the NADA average trade-in value (as adjusted
for higher/lower mileage).

CREDIT METRIC - CREDIT GRADE

     AHFC utilizes a proprietary numerical scoring system that evaluates
borrower application information and credit bureau report information. The
information used to calculate the internal credit score is dependent on the age
of the customer and the type of vehicle (new, used or certified used) to be
financed. AHFC's historical data was utilized to develop the scoring and
identify the key characteristics and credit bureau information used in
calculating the borrower's total score.

     Although the credit buyer could also analyze other information as needed
for credit decisions, the internal credit score is the sole determinant of the
A, B, C, or D credit grade classification. The


                                       26



"Distribution of Receivables by Credit Grade at Time of Origination" table in
"Receivables" in the accompanying prospectus supplement should be used for the
comparison of AHFC pools only. Static pool data by credit grade is provided,
reflecting the historical performance levels.

     FICO scores are provided in the pool distribution tables as an alternative
method to assess credit quality. It should be noted that the AHFC scoring
system, in most cases, does not assign a value to the borrower's FICO score in
calculating its internal score. AHFC, therefore, does not track performance data
by FICO score.

     There are different factors that affect the internal credit score and the
associated credit grade. The following general descriptions are based on AHFC's
definitions and would not be comparable to other auto lenders. The historical
net credit loss rates stated are estimated ranges for new vehicle loans and are
shown for comparative purposes. Loss rates for used and certified used vehicles
are generally higher. Please refer to static pool data for actual loss history
and additional details.

     A - Borrowers classified as an A credit are those who are very low credit
risks. Based on their application and credit bureau report, they have the
ability to pay and have shown a willingness to pay. Generally, A credit
borrowers have an extensive credit history, an excellent payment record and
extensive financial resources. Historically, static pool net charge off rates
for new vehicle loans classified as A credits have generally been in the 0.03%
to 0.08% range.

     B - Borrowers classified as a B credit are those that are relatively low
credit risk. Based on their application and credit bureau report, they have the
ability to pay and have shown a willingness to pay. Generally, B credit
borrowers may have one or more condition, such as, among other reasons, a
shorter credit history or a minor credit weakness, that could reduce the
internal credit score. Historically, static pool net charge off rates for new
vehicle loans classified as B credits have generally been in the 0.30% to 0.60%
range.

     C - Borrowers classified as a C credit are those that are moderate credit
risks. Based on their application and credit bureau report, among other reasons,
they may have limited financial resources, limited credit history, or a weakness
in credit history. Historically, static pool net charge off rates for new
vehicle loans classified as C credits have generally been in the 1.50% to 2.00%
range.

     D - Borrowers classified as a D credit are relatively higher credit risks.
Based on their application and credit bureau report, among other reasons, may
have a very limited financial resources, very limited or no credit history, or a
poor credit history. Generally, D credits will have a reduced finance amount
through a larger down payment or a co-signer. Historically, static pool net
charge off rates for new vehicle loans classified as D credits have generally
been in the 2.00% to 3.00% range.

SERVICING OF THE RECEIVABLES

     The servicer considers a retail installment sale contract to be past due or
delinquent for servicing and enforcement of collection purposes when the Obligor
fails to make at least 90% of a Scheduled Payment on a cumulative basis (after
giving effect to any past due payments) by the related due date; any portion of
a Scheduled Payment not paid on the related due date automatically becomes due
with the next scheduled payment. The servicer mails a computer generated
delinquency notice to the Obligor on the eleventh and twenty-first days of
delinquency. If the delinquent receivable cannot be brought current or
completely collected within 60 days, the servicer generally attempts to
repossess the vehicle.

     The servicer holds repossessed vehicles in inventory to comply with any
applicable statutory requirements for reinstatement and then sells those
vehicles (generally within 60 days after repossession). The servicer's Marketing
Department handles motor vehicle sales for the servicer, including the sale of
repossessed vehicles. The servicer consigns the repossessed vehicles to a local
auction or to an independent transport company for transport to another auction
location. Each motor vehicle undergoes an auction condition report, which is
sent to the servicer. Each auction site is expected to sell the motor vehicle
within 60 days of taking the motor vehicle into inventory. Any deficiencies
remaining after repossession and sale of the vehicle or after the full
charge-off of the receivable are pursued by or on behalf of the servicer to the
extent practicable and legally permitted.


                                       27



We refer you to "Certain Legal Aspects of the Receivables--Deficiency Judgments
and Excess Proceeds" in this prospectus. The servicer attempts to contact
Obligors and establish and monitor repayment schedules until the deficiencies
are either paid in full or become impractical to pursue.

THIRD PARTY COLLECTIONS AND REPOSSESSIONS

     Post-repossession and charged-off accounts are sent to a centralized
operation, the NRC, for resolution. The accounts are tracked and reported by a
recovery management system created and installed by Fair Isaac Corporation.

     The NRC staff sends out a series of letters notifying the charged-off
account holders of their deficient balance. If there is no response within 60
days, the accounts are placed with outside collection agencies.

     All prospective collection agencies submit an RFI (request for information)
and are scored through the Kepner Tregoe assessment process. Those agencies that
meet the criteria are required to make a formal presentation to NRC management.
Those scoring highest on the Kepner Tregoe assessment, and considered qualified
have site visits made by NRC management. The agencies must execute a contract
with AHFC and comply with mutually agreed upon service level agreements. Regular
reporting on accounts and a scoring system, developed by AHFC, are also used to
monitor effectiveness of the agency. Operational issues or important matters are
discussed in monthly conference calls with NRC management. Annual site audits
are conducted to ensure compliance of the contract and service levels. If the
primary agency is not successful with the recovery in 180 days of placement,
responsibility for the account is transferred to a secondary collection agency.
After 270 days and review by NRC management, a tertiary agency may be used.

     Both the regional offices and the NRC conduct repossessions of motor
vehicles between 30 and 120 days of delinquency. Efforts are made to collect and
maintain the account in good standing prior to ordering repossession. However,
when normal collection efforts fail, AHFC may resort to repossession. AHFC uses
independent contractors/repossession agencies when repossessing vehicles.

     The contractors/repossession agencies must provide current licenses and
have active membership in one or more approved recovery associations. Agencies
must be bonded and have established code of ethics that conform to industry
standards. The agencies must also produce adequate insurance coverage, usually
in the form of a garage liability policy that protects AHFC from claims
resulting from the repossession. After repossession, each regional office and
the NRC follow specific procedures conforming to both federal and state
regulations pertaining to the sale and disposal of repossessed vehicles.
Repossessed vehicles are normally sold at dealer auctions no later than 90 days
after repossession, and typically 40 to 50 days after the legal redemption
period mandated by applicable statute.

     No collection agency or repossession agency services more than 10% of any
pool of Receivables, unless otherwise specified in the prospectus supplement.

                                 USE OF PROCEEDS

     Each trust will use the net proceeds from the sale of the securities of a
given series to purchase Receivables from the depositor and to fund any related
reserve fund, yield supplement account and/or other accounts of the trust. The
depositor will purchase Receivables from the originator from the net proceeds it
receives from any trust. Unless specified in the related prospectus supplement,
there are no other expenses incurred in connection with the selection and
acquisition of the pool assets that will be payable from offering proceeds, nor
are there any such material expenses that would be paid by a transaction party.

     WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR SECURITIES

THE ISSUING ENTITY

     The trustees will provide to securityholders unaudited monthly and annual
reports concerning the Receivables and other specified matters. We refer you to
"Description of the Transfer and Servicing


                                       28



Agreements--Statements to Securityholders" and "--Evidence as to Compliance" in
this prospectus. Unless definitive securities are issued under the limited
circumstances described in this prospectus, the sole holder of record shall be
Cede & Co., which we refer to in this prospectus as CEDE, as the nominee of The
Depository Trust Company, which we refer to in this prospectus as DTC.

     Copies of these reports may be obtained at no charge at the offices
specified in the applicable prospectus supplement.

THE DEPOSITOR

     AHRC, as depositor of the Receivables, has filed with the Securities and
Exchange Commission, which we refer to in this prospectus as the SEC, a
registration statement on Form S-3 under the Securities Act of 1933, as amended
(the "SECURITIES ACT") of which this prospectus forms a part. The registration
statement is available for inspection without charge at the public reference
facilities maintained at the office of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the SEC's
public reference rooms by calling the SEC at (800) 732-0330. You may obtain
copies of SEC filings at prescribed rates by writing to the Public Reference
Section of the SEC at Judiciary Plaza, 100 F Street, N.E., Washington, D.C.
20549. The SEC also maintains a website (http:// www.sec.gov) that contains
reports, registration statements, proxy and information statements and other
information regarding issuers that file electronically with the SEC using the
SEC's Electronic Data Gathering Analysis and Retrieval system (commonly known as
EDGAR). All reports filed by the depositor may be found on EDGAR filed under
registration number 333-132320, and all reports filed with respect to each trust
under that number plus the applicable serial tag number.

     Copies of the operative agreements relating to the Securities will also be
filed with the SEC on EDGAR under the registration number shown above.

     The depositor on behalf of the trust of the related series will file the
reports required under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"). These reports include
(but are not limited to):

     o    Reports on Form 8-K (Current Report), following the issuance of the
          series of securities of the related trust, including as Exhibits to
          the Form 8-K the transaction agreements or other documents specified
          in the related prospectus supplement;

     o    Reports on Form 8-K (Current Report), following the occurrence of
          events specified in Form 8-K requiring disclosure, which are required
          to be filed within the time-frame specified in Form 8-K related to the
          type of event;

     o    Reports on Form 10-D (Asset-Backed Issuer Distribution Report),
          containing the distribution and pool performance information required
          on Form 10-D, which are required to be filed 15 days following the
          payment date specified in the related prospectus supplement; and

     o    Report on Form 10-K (Annual Report), containing the items specified in
          Form 10-K with respect to a fiscal year, and the items required
          pursuant to Items 1122 and 1123 of Regulation AB of the Act.

     The depositor does not intend to file with the SEC any reports required
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act with respect to a
trust following completion of the reporting period required by Rule 15d-1 or
Regulation 15D under the Exchange. Unless specifically stated in the report, the
reports and any information included in the report will neither be examined nor
reported on by an independent public accountant. Each trust formed by the
depositor will have a separate file number assigned by the SEC, which unless
otherwise specified in the related prospectus supplement is not available until
filing of the final prospectus supplement related to the series. Reports filed
with respect to a trust with the SEC after the final prospectus supplement is
filed will be available under trust's specific number, which will be a series
number assigned to the file number of the depositor shown above.


                                       29



     The distribution and pool performance reports filed on Form 10-D will be
forwarded to each securityholder as specified in "Description of the Transfer
and Servicing Agreements--Statements to Securityholders" in this prospectus. For
the time period that each trust is required to report under the Exchange Act,
the depositor, on behalf of each trust, will file the trusts' annual reports on
Form 10-K, distribution reports on Form 10-D, any current reports on Form 8-K,
and amendments to those reports with the SEC. The depositor will post the
reports on its website located at "http://abs.honda.com/" as soon as reasonably
practicable after such reports are filed with the SEC.

STATIC POOL DATA

     If specified in the related prospectus supplement, static pool data with
respect to the delinquency, cumulative loss and prepayment data for each trust
will be made available through a website. The prospectus supplement related to
each series for which the static pool data is provided through a website will
contain the website address to obtain this information. Except as stated below,
the static pool data provided through any website will be deemed part of this
prospectus and the registration statement of which this prospectus is a part
from the date of the related prospectus supplement.

     Notwithstanding the foregoing, the following information shall not be
deemed part of the prospectus or the registration statement of which this
prospectus is a part:

     o    with respect to information regarding prior securitized pools of the
          depositor that do not include the currently offered pool, information
          regarding prior securitized pools that were established before January
          1, 2006; and

     o    with respect to information regarding the pool described in the
          related prospectus supplement, information about the pool for periods
          before January 1, 2006.

     Copies of the static pool data presented on a website and deemed part of
this prospectus may be obtained upon written request by the securityholders of
the related series at the address specified in the related prospectus
supplement. Copies of information related to the period prior to January 1, 2006
may also be obtained upon written request.

                     WEIGHTED AVERAGE LIFE OF THE SECURITIES

     The weighted average life of the securities of any series will generally be
influenced by the rate at which the Principal Balances of the related
Receivables are paid, which payment may be in the form of scheduled amortization
or prepayments. For this purpose, the term PREPAYMENTS includes prepayments in
full, partial prepayments (including those related to rebates of extended
warranty contract costs and insurance premiums), liquidations due to default as
well as receipts of proceeds from physical damage, credit life and disability
insurance policies and repurchases or purchases by the depositor or AHFC, as the
case may be, of particular Receivables for administrative reason or for breaches
of representations and warranties. The term WEIGHTED AVERAGE LIFE means the
average amount of time during which each dollar of principal of a Receivable is
outstanding.

     All of the Receivables will be prepayable at any time without penalty to
the Obligor. However, partial prepayments on the Precomputed Receivables made by
Obligors will not be paid on the payment date following the collection period in
which they were received but will be retained and applied towards payments due
in later collection periods. If prepayments in full are received on the
Precomputed Receivables or if full or partial prepayments are received on the
Simple Interest Receivables, the actual weighted average life of the Receivables
may be shorter than the scheduled weighted average life of the Receivables set
forth in the related prospectus supplement. The rate of prepayment of motor
vehicle retail installment sale contracts are influenced by a variety of
economic, social and other factors, including the fact that an Obligor generally
may not sell or transfer the Financed Vehicle securing a Receivable without the
consent of the servicer.

     No prediction can be made as to the rate of prepayment on the Receivables
in either stable or changing interest rate environments. AHFC maintains limited
records of the historical prepayment experience of the motor vehicle retail
installment sale contracts included in its portfolio. However, no


                                       30



assurance can be given that prepayments on the Receivables will conform to
historical experience and no prediction can be made as to the actual prepayment
experience on the Receivables. The rate of prepayment on the Receivables may
also be influenced by the structure of the related contract. In addition, under
some circumstances, the depositor or servicer will be obligated to repurchase
Receivables from a given trust pursuant to the related sale and servicing
agreement as a result of breaches of particular representations and warranties
or covenants. We refer you to "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" and "--Servicing Procedures" in
this prospectus. We also refer you to "Description of the Transfer and Servicing
Agreements--Termination" in this prospectus regarding the servicer's option to
purchase the Receivables from a given trust. Any reinvestment risk resulting
from the rate of prepayments of the Receivables and the payment of prepayments
to securityholders will be borne entirely by the securityholders. In addition,
early retirement of the securities may be effected by the exercise of the option
of the servicer, or any successor to the servicer, to purchase all of the
Receivables remaining in the trust when the outstanding balance of the pool is
10% or less of the initial balance as of the related cutoff date.

     In addition, pursuant to agreements between the originator and the Dealers,
each Dealer is obligated to repurchase from AHFC contracts which do not meet
particular representations and warranties made by that Dealer, which is referred
to as DEALER RECOURSE. These representations and warranties relate primarily to
the origination of the retail installment sale contracts and the perfection of
the security interests in the related Financed Vehicles, and do not typically
relate to the creditworthiness of the related Obligors or the collectability of
the contracts. Although the Dealer Agreements with respect to the Receivables
will not be assigned to the trustee, the related sale and servicing agreement
will require that the originator deposit any recovery in respect of any
Receivable pursuant to any Dealer Recourse in the related collection account.
The sales by the Dealers of retail installment sale contracts to the originator
do not generally provide for recourse against the Dealers for unpaid amounts in
the event of a default by an Obligor thereunder, other than in connection with
the breach of the foregoing representations and warranties. We refer you to
"Description of the Transfer and Servicing Agreements--Sale and Assignment of
Receivables" and "--Servicing Procedures" in this prospectus.

     In light of the above considerations, there can be no assurance as to the
amount of principal payments to be made on the securities of a given series on
each payment date, since the amount of principal payments will depend, in part,
on the amount of principal collected on the related pool of Receivables during
the applicable collection period. No prediction can be made as to the actual
prepayment experience on the Receivables, and any reinvestment risks resulting
from a faster or slower rate of prepayment of Receivables will be borne entirely
by the securityholders of a given series. We refer you to "Risk Factors--You May
Experience Reduced Returns on Your Investment Resulting from Prepayments,
Repurchases or Early Termination of the Trust" in this prospectus.

     The applicable prospectus supplement may set forth additional information
regarding the maturity and prepayment considerations applicable to the
particular Receivables Pool and the related series of Securities.

                      POOL FACTORS AND TRADING INFORMATION

     The NOTE POOL FACTOR for each class of notes will be a seven-digit decimal
which the servicer will compute prior to each payment with respect to that class
of notes. The note pool factor represents the remaining outstanding principal
amount of that class of notes, as of the close of business on the last day of
the applicable collection period, as a fraction of the initial outstanding
principal amount of that class of notes. The CERTIFICATE POOL FACTOR for each
class of certificates will be a seven-digit decimal which the servicer will
compute prior to each payment with respect to that class of certificates
indicating the remaining CERTIFICATE BALANCE of that class of certificates, as
of the close of business on the last day of the applicable Collection Period, as
a fraction of the Original Certificate Balance of that class of certificates.

     Each note pool factor and each certificate pool factor will initially be
1.0000000 and thereafter will decline to reflect reductions in the outstanding
principal amount of the applicable class of notes,


                                       31



or the reduction of the Certificate Balance of the applicable class of
certificates, as the case may be. A noteholder's portion of the aggregate
outstanding principal amount of the related class of notes is the product of (1)
the original denomination of that noteholder's note and (2) the applicable note
pool factor. A certificateholder's portion of the aggregate outstanding
Certificate Balance for the related class of certificates is the product of (1)
the original denomination of that certificateholder's certificate and (2) the
applicable certificate pool factor.

     The securityholders will receive monthly reports concerning payments
received on the Receivables, the outstanding balance of the related pool, each
certificate pool factor or note pool factor, as applicable, and various other
items of information.

                                    THE NOTES

GENERAL

     With respect to each trust that issues notes, one or more classes of notes
of the related series will be issued pursuant to the terms of an indenture. A
form of the indenture has been filed as an exhibit to the registration statement
of which this prospectus is a part. The following summary does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the notes and the indenture.

     Each class of notes will initially be represented by one or more notes, in
each case registered in the name of the nominee of DTC, except as set forth
below. Notes will be available for purchase in the denominations specified in
the applicable prospectus supplement in book-entry form only. The depositor has
been informed by DTC that DTC's nominee will be Cede, unless another nominee is
specified in the applicable prospectus supplement. Accordingly, that nominee is
expected to be the sole holder of record of the notes of each class. No
noteholder will be entitled to receive a physical certificate representing a
note until definitive notes are issued under the limited circumstances described
in this prospectus. All references in this prospectus and in the applicable
prospectus supplement to actions by noteholders refer to actions taken by DTC
upon instructions from its participating organizations and all references in
this prospectus and in the applicable prospectus supplement to payments,
notices, reports and statements to noteholders refer to payments, notices,
reports and statements to DTC or its nominee, as the registered holder of the
notes, for distribution to noteholders in accordance with DTC's procedures.

     We refer you to "Certain Information Regarding the Securities--Book-Entry
Registration" and "--Definitive Securities" in this prospectus.

PRINCIPAL AND INTEREST ON THE NOTES

     The applicable prospectus supplement will describe the timing and priority
of payment, seniority, allocations of losses, INTEREST RATE and amount of or
method of determining payments of principal and interest on each class of notes
of a given series. The rights of holders of any class of notes to receive
payments of principal and interest may be senior or subordinate to the rights of
holders of any other class or classes of notes of that series. Payments of
interest on a class of notes will generally be made prior to payments of
principal on the class. A series may include one or more classes of notes
entitled either to (1) principal payments with disproportionate, nominal or no
interest payments or (2) interest payments with disproportionate, nominal or no
principal payments (which we refer to in this prospectus as the "STRIP NOTES").
Each class of notes may have a different Interest Rate, which may be a fixed,
variable or adjustable Interest Rate (and which may be zero for some classes of
Strip Notes), or any combination of the foregoing. The applicable prospectus
supplement will specify the Interest Rate for each class of notes of a given
series or the method for determining the Interest Rate. We refer you to "Certain
Information Regarding the Securities--Fixed Rate Securities" and "--Floating
Rate Securities" in this prospectus. If specified in the related prospectus
supplement, the outstanding classes of notes of a series may be redeemable in
whole, but not in part, as a result of the servicer exercising its clean up call
option to purchase the related Receivables remaining the applicable pool,
through an auction of such Receivables to be conducted by the indenture trustee
if such clean up call


                                       32



option is not exercised by the servicer, or due to an early termination of the
related trust. Noteholders will not have the ability to cause a redemption of
their notes by the issuing entity.

     One or more classes of notes of a given series may have fixed principal
payment schedules, in the manner and to the extent set forth in the applicable
prospectus supplement. Noteholders of those notes would be entitled to receive
as payments of principal on any given payment date the amounts set forth on that
schedule with respect to those notes.

     To the extent provided in the related prospectus supplement, payments of
interest to noteholders of two or more classes within a series may have the same
priority. Under some circumstances, on any payment date the amount available for
those payments could be less than the amount of interest payable on the notes.
If this is the case, each class of noteholders will receive its ratable share
(based upon the aggregate amount of interest due to that class of noteholders)
of the aggregate amount of interest available for payment on the notes. We refer
you to "Description of the Transfer and Servicing Agreements--Distributions on
the Securities" and "--Credit and Cash Flow Enhancement" in this prospectus.

     If a series of notes includes two or more classes of notes, the sequential
order and priority of payment in respect of principal and interest, and any
schedule or formula or other provisions, of each of those classes will be set
forth in the applicable prospectus supplement. Payments of principal and
interest within any class of notes will be made on a pro rata basis among all
the noteholders of that class.

THE INDENTURE

     Modification of Indenture. If a trust has issued notes pursuant to an
indenture, the trust and the indenture trustee may, with the consent of the
holders of a majority of the outstanding notes of the related series (or
relevant class or classes of notes of the series), execute a supplemental
indenture to add provisions to, change in any manner or eliminate any provisions
of, the related indenture, or modify (except as provided below) in any manner
the rights of the related noteholders.

     Without the consent of the holder of each outstanding affected note, no
supplemental indenture will:

     o    change (A) the due date of any installment of principal of or interest
          on that note or reduce the principal amount of that note, (B) the
          Interest Rate for that note or the redemption price for that note, (C)
          provisions of the indenture relating to the application of collections
          on, or proceeds of a sale of, the trust estate to payments of
          principal and interest on the note, or (D) any place of payment where
          or the coin or currency in which that note or any interest on that
          note is payable;

     o    impair the right to institute suit for the enforcement of specified
          provisions of the related indenture regarding payment;

     o    reduce the percentage of the aggregate amount of the outstanding notes
          of a series of notes, the consent of the holders of which is required
          for any supplemental indenture or any waiver of compliance with
          specified provisions of the related indenture or of specified defaults
          and their consequences as provided for in that indenture;

     o    modify or alter the provisions of the related indenture regarding the
          voting of notes held by the applicable trust, any other obligor on
          those notes, the depositor or an affiliate of any of them;

     o    reduce the percentage of the aggregate outstanding amount of notes,
          the consent of the holders of which is required to direct the related
          indenture trustee to sell or liquidate the Receivables if the proceeds
          of that sale would be insufficient to pay the principal amount of and
          accrued but unpaid interest on the outstanding notes of that series;

     o    reduce the percentage of the aggregate principal amount of notes
          required to amend the sections of the related indenture that specify
          the applicable percentage of aggregate principal amount of the notes
          of a series necessary to amend the indenture or other specified
          agreements; or


                                       33



     o    permit the creation of any lien ranking prior to or on a parity with
          the lien of the related indenture with respect to any of the
          collateral for that note or, except as otherwise permitted or
          contemplated in the indenture, terminate the lien of that indenture on
          any of the collateral or deprive the holder of any note of the
          security afforded by the lien of the indenture.

     The trust and the applicable indenture trustee may also enter into
supplemental indentures, without obtaining the consent of the noteholders of the
related series, for the purpose of, among other things, adding any provisions to
or changing in any manner or eliminating any of the provisions of the related
indenture or of modifying in any manner the rights of those noteholders;
provided that that action will not adversely affect in any material respect the
interest of any of those noteholders.

     Events of Default; Rights Upon Event of Default. With respect to the notes
of a given series in the related prospectus supplement, an EVENT OF DEFAULT
under the related indenture will consist of:

     o    a default for five days or more in the payment of any interest on any
          of the notes when the same becomes due and payable;

     o    a default in the payment of the principal of or any installment of the
          principal of any of the notes when the same becomes due and payable;

     o    a default in the observance or performance of any covenant or
          agreement of the applicable trust made in the related indenture and
          the continuation of the default for a period of 30 days after notice
          is given to that trust by the applicable indenture trustee or to that
          trust and the applicable indenture trustee by the holders of at least
          25% in principal amount of the notes then outstanding acting together
          as a single class;

     o    any representation or warranty made by the applicable trust in the
          related indenture or in any certificate delivered pursuant thereto or
          in connection therewith having been incorrect in a material respect as
          of the time made, and the breach not having been cured within 30 days
          after written notice is given to that trust by the applicable
          indenture trustee or to that trust and the applicable indenture
          trustee by the holders of at least 25% in principal amount of the
          notes then outstanding acting together as a single class; or

     o    particular events of bankruptcy, insolvency, receivership or
          liquidation of the applicable trust.

     However, the amount of principal required to be paid to noteholders of an
affected series under the related indenture will generally be limited to amounts
available to be deposited in the related collection account. Therefore, the
failure to pay any principal on any class of notes generally will not result in
the occurrence of an Event of Default until the final scheduled payment date for
that class of notes. The failure to pay interest to holders of a subordinated
class of notes on a particular payment date will generally not constitute an
Event of Default. In addition, as described below, following the occurrence of
an Event of Default (other than an Event of Default related to failure to make
required payments) and acceleration of the maturity of the notes, the indenture
trustee is not required to sell the assets of the trust, and the indenture
trustee may sell the assets of the trust only after meeting requirements
specified in the indenture. Under those circumstances, even if the maturity of
the notes has been accelerated, there may not be any funds to pay the principal
owed on the notes.

     If a responsible officer of the indenture trustee has actual knowledge that
an Event of Default or an event that with notice or the lapse of time or both
would become an Event of Default, a "POTENTIAL EVENT OF DEFAULT," has occurred,
it must notify all noteholders within 90 days.

     If an Event of Default should occur and be continuing with respect to the
notes of any series, the related indenture trustee or holders of a majority in
principal amount of the most senior notes then outstanding (or relevant class or
classes of notes) may declare the notes to be immediately due and payable. This
declaration may, under specified circumstances, be rescinded by the holders of a
majority in principal amount of the most senior notes then outstanding (or
relevant class or classes of notes).

     If the notes of any series are due and payable following an Event of
Default with respect thereto, the related indenture trustee may:


                                       34



     o    institute proceedings to collect amounts due or foreclose on trust
          property;

     o    exercise remedies as a secured party;

     o    sell the assets of the related trust; or

     o    elect to have the applicable trust maintain possession of those
          Receivables and continue to apply collections on those Receivables as
          if there had been no declaration of acceleration.

     Unless otherwise specified in the applicable prospectus supplement,
however, the indenture trustee is prohibited from selling the assets of the
related trust following an Event of Default (other than a default in the payment
of any principal on any note of a particular series or a default for five days
or more in the payment of any interest on the most senior notes of a particular
series), unless:

     o    the holders of the notes of the related series then outstanding (or
          relevant class or classes of notes) consent to the sale; or

     o    the proceeds of the sale are sufficient to pay in full the principal
          of and the accrued interest on all outstanding notes and certificates
          of the related series at the date of the sale; or

     o    the indenture trustee determines that the trust estate will not
          continue to provide sufficient funds to make all payments on the
          outstanding notes and certificates of the related series as those
          payments would have become due if the obligations had not been
          declared due and payable, and the indenture trustee obtains the
          consent of the holders of 100% of the aggregate outstanding amount of
          the most senior notes then of the related series outstanding (or
          relevant class or classes of notes).

     Subject to the provisions of the applicable indenture relating to the
duties of the related indenture trustee, if an Event of Default occurs and is
continuing with respect to a series of notes, the indenture trustee will be
under no obligation to exercise any of the rights or powers under the indenture
at the request or direction of any of the holders of the notes, if the indenture
trustee reasonably believes it will not be adequately indemnified against the
costs, expenses and liabilities that might be incurred by it in complying with
the request. Subject to the provisions for indemnification and other limitations
contained in the related indenture, the holders of a majority of the aggregate
principal amount of all outstanding notes of the related series then outstanding
(or relevant class or classes of notes of the series) will have the right to
direct the time, method and place of conducting any proceeding or any remedy
available to the applicable indenture trustee, and the holders of at least 51%
of the aggregate principal amount of all outstanding notes of the related series
then outstanding (or relevant class or classes of notes) may, in some cases,
waive a default, except a default in the payment of principal or interest or a
default in respect of a covenant or provision of the indenture which cannot be
modified without the waiver or consent of all the holders of the outstanding
notes of the related series.

     Unless otherwise specified in the related prospectus supplement, no holder
of a note of any series will have the right to institute any proceeding with
respect to the related indenture, unless:

     o    the holder of a note or notes previously has given to the applicable
          indenture trustee written notice of a continuing Event of Default;

     o    the Event of Default arises from the servicer's failure to remit
          payments when due or the holders of not less than 25% of the aggregate
          principal amount of all outstanding notes of the related series then
          outstanding (or relevant class or classes of notes) have requested in
          writing that the indenture trustee institute the proceeding in its own
          name as indenture trustee;

     o    the holder or holders of notes have offered the indenture trustee
          reasonable indemnity;

     o    the indenture trustee has for 60 days failed to institute a
          proceeding; and

     o    no direction inconsistent with any written request has been given to
          the indenture trustee.

     In addition, each indenture trustee and the related noteholders, by
accepting the related notes, will covenant that they will not at any time
institute against the applicable trust any bankruptcy, reorganization or other
proceeding under any federal or state bankruptcy or similar law.


                                       35



     With respect to any trust, neither the related indenture trustee nor the
related trustee in its individual capacity, nor any holder of a certificate
representing an ownership interest in that trust nor any of their respective
owners, beneficiaries, agents, officers, directors, employees, affiliates,
successors or assigns will, in the absence of an express agreement to the
contrary, be personally liable for the payment of the principal of or interest
on the related notes or for the agreements of that trust contained in the
applicable indenture.

     Particular Covenants. Each indenture will provide that the related trust
may not consolidate with or merge into any other entity, unless, among other
things,

     o    the entity formed by or surviving the consolidation or merger is
          organized under the laws of the United States or any state;

     o    that entity expressly assumes the trust's obligation to make due and
          punctual payments upon the notes of the related series and the
          performance or observance of every agreement and covenant of the trust
          under the indenture;

     o    no Event of Default shall have occurred and be continuing immediately
          after the merger or consolidation;

     o    each rating agency delivers a letter to the indenture trustee to the
          effect that the consideration or merger will not result in a
          qualification, reduction or withdrawal of its then current rating on
          any class of notes;

     o    that trust has received an opinion of counsel to the effect that the
          consolidation or merger would have no material adverse tax consequence
          to the trust or to any related noteholder or certificateholder;

     o    the parties take any action necessary to maintain the lien and
          security interest created by the indenture; and

     o    the indenture trustee has received an officer's certificate and an
          opinion of counsel stating that the consolidation or merger comply
          with the terms of the indenture and all conditions precedent provided
          in the indenture have been complied with.

     Each trust will not, among other things,

     o    except as expressly permitted by the applicable indenture, the
          applicable Transfer and Servicing Agreements or other specified
          documents with respect to that trust, sell, transfer, exchange or
          otherwise dispose of any of the assets of the trust unless directed to
          do so by the indenture trustee;

     o    claim any credit on or make any deduction from the principal of and
          interest payable on the notes of the related series (other than
          amounts withheld under the Internal Revenue Code of 1986, as amended
          (the "CODE") (or applicable state law) or assert any claim against any
          present or former holder of those notes because of the payment of
          taxes levied or assessed upon the trust;

     o    except as expressly permitted by the Transfer and Servicing Agreements
          and related documents, dissolve or liquidate in whole or in part;

     o    permit the validity or effectiveness of the related indenture to be
          impaired, permit the lien created by the related indenture to be
          amended, hypothecated, subordinated, terminated or discharged or
          permit any person to be released from any covenants or obligations
          with respect to the notes under the indenture except as may be
          expressly permitted by the indenture;

     o    permit any lien or other encumbrance to be created on or extend to or
          otherwise arise upon or burden the assets of the trust or any part
          thereof, or any interest in the assets of the trust or the proceeds of
          those assets; or

     o    assume or incur any indebtedness other than the related notes or as
          expressly permitted by the related indenture or the other Transfer and
          Servicing Agreements and related documents.


                                       36



     No trust may engage in any activity other than as specified in this
prospectus or in the applicable prospectus supplement.

     Annual Compliance Statement. Each trust will be required to file annually
with the related indenture trustee a written statement as to the fulfillment of
its obligations under the related indenture.

     Indenture Trustee's Annual Report. Under certain circumstances, the
indenture trustee for each trust will be required to mail each year to all
related noteholders a brief report relating to its eligibility and qualification
to continue as indenture trustee under the related indenture, any amounts
advanced by it under the indenture, the amount, interest rate and maturity date
of specified indebtedness owing by the trust to the applicable indenture trustee
in its individual capacity, the property and funds physically held by the
indenture trustee and any action taken by it that materially affects the related
notes and that has not been previously reported.

     Satisfaction and Discharge of Indenture. An indenture will be discharged
with respect to the collateral securing the related notes upon the delivery to
the related indenture trustee for cancellation of all of those notes or, with
specified limitations, upon deposit with the indenture trustee of funds
sufficient for the payment in full of all the notes as well as amounts owed to
the indenture trustee.

                                THE CERTIFICATES

GENERAL

     With respect to each trust that issues certificates, one or more classes of
certificates of the related series will be issued pursuant to the terms of a
trust agreement, a form of each of which has been filed as an exhibit to the
registration statement of which this prospectus forms a part. The following
summary does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the certificates and the
trust agreement.

     Except for the certificates, if any, of a given series purchased by the
depositor, each class of certificates will initially be represented by one or
more certificates registered in the name of the nominee for DTC, except as set
forth below. Except for the certificates, if any, of a given series purchased by
the depositor, the certificates will be available for purchase in the
denominations specified in the applicable prospectus supplement in book-entry
form only. The depositor has been informed by DTC that DTC's nominee will be
Cede, unless another nominee is specified in the applicable prospectus
supplement. Accordingly, that nominee is expected to be the holder of record of
the certificates of any series that are not purchased by the depositor. No
certificateholder (other than a trust) will be entitled to receive a physical
certificate representing a certificate until definitive certificates are issued
under the limited circumstances described in this prospectus or in the
applicable prospectus supplement. All references in this prospectus and in the
applicable prospectus supplement to actions by certificateholders refer to
actions taken by DTC upon instructions from DTC PARTICIPANTS and all references
in this prospectus and in the applicable prospectus supplement to distributions,
notices, reports and statements to certificateholders refer to distributions,
notices, reports and statements given, made or sent to DTC or its nominee, as
the case may be, as the registered holder of the certificates, for distribution
to certificateholders in accordance with DTC's procedures with respect thereto.
We refer you to "Certain Information Regarding the Securities--Book-Entry
Registration" and "--Definitive Securities" in this prospectus. Any certificates
of a given series owned by the depositor or its affiliates will be entitled to
equal and proportionate benefits under the applicable trust agreement, except
that those certificates will be deemed not to be outstanding for the purpose of
determining whether the requisite percentage of certificateholders have given
any request, demand, authorization, direction, notice, consent or other action
under the Related Documents (other than the commencement by the related trust of
a voluntary proceeding in bankruptcy as described below under "Description of
the Transfer and Servicing Agreements-- Insolvency Event").

PAYMENTS OF PRINCIPAL AND INTEREST

     The timing and priority of payments, seniority, allocations of losses, PASS
THROUGH RATE and amount of or method of determining payments with respect to
principal and interest of each class of certificates will be described in the
applicable prospectus supplement.


                                       37



     Payments of interest on those certificates will be made on the payment
dates specified in the applicable prospectus supplement. To the extent provided
in the applicable prospectus supplement, a series may include one or more
classes STRIP CERTIFICATES. Each class of certificates may have a different Pass
Through Rate, which may be a fixed, variable or adjustable Pass Through Rate
(and which may be zero for some classes of Strip Certificates) or any
combination of the foregoing. The applicable prospectus supplement will specify
the Pass Through Rate for each class of certificates of a given series or the
method for determining the Pass Through Rate. We also refer you to "Certain
Information Regarding the Securities--Fixed Rate Securities" and " --Floating
Rate Securities" in this prospectus. Payments in respect of the certificates of
a given series that includes notes may be subordinate to payments in respect of
the notes of that series as more fully described in the applicable prospectus
supplement. The rights of holders of any class of certificates to receive
payments of principal and interest may also be senior or subordinate to the
rights of holders of any other class or classes of certificates of that series
as more fully described in the applicable prospectus supplement.

     Payments in respect of principal of and interest on any class of
certificates will be made on a pro rata basis among all the certificateholders
of that class.

     In the case of a series of certificates that includes two or more classes
of certificates, the timing, sequential order, priority of payment or amount of
payments in respect of interest and principal, and any schedule or formula or
applicable other provisions, of each class shall be as set forth in the
applicable prospectus supplement.

     If and as provided in the applicable prospectus supplement, amounts
remaining on deposit in the collection account after all required payments to
the related noteholders and certificateholders have been made may be released to
the depositor, AHFC (in any of its capacities, as applicable) or one or more
third party credit or liquidity enhancement providers.


                                       38



                  CERTAIN INFORMATION REGARDING THE SECURITIES

FIXED RATE SECURITIES

     Any class of notes or certificates (other than some classes of Strip Notes
or Strip Certificates) may be FIXED RATE SECURITIES or FLOATING RATE SECURITIES,
as more fully described below and in the applicable prospectus supplement. Each
class of Fixed Rate Securities will bear interest at the applicable per annum
Interest Rate or Pass Through Rate, as the case may be, specified in the
applicable prospectus supplement.

     Interest on each class of Fixed Rate Securities will be computed on the
basis of a 360-day year consisting of twelve 30-day months or other day count
basis as is specified in the applicable prospectus supplement. We refer you to
"The Notes--Principal and Interest on the Notes" and "The Certificates
--Payments of Principal and Interest" above.

FLOATING RATE SECURITIES

     Interest on each class of Floating Rate Securities (which we refer to in
this prospectus as the "BASE RATE") will be determined by reference to an index,
which shall be one or more of (a) the CD Rate ("CD RATE NOTES") (b) the
Commercial Paper Rate ("COMMERCIAL PAPER RATE NOTES"), (c) the Federal Funds
Rate ("FEDERAL FUNDS RATE NOTES"), (d) LIBOR ("LIBOR SECURITIES"), (e) the Prime
Rate ("PRIME RATE NOTES"), (f) the Treasury Rate ("TREASURY RATE NOTES") or (g)
for notes denominated in euro, may include EURIBOR (EURIBOR NOTES) or EURO LIBOR
(EURO LIBOR NOTES). In addition, a Floating Rate Security may bear interest at a
rate determined by reference to the lowest of two or more Base Rates. The Base
Rate for any Floating Rate Security will in turn be determined, if applicable,
by reference to the INDEX MATURITY specified in the applicable prospectus
supplement. The interest rate on each Floating Rate Security will be calculated
by reference to such Base Rate, plus or minus the SPREAD, if any, and/or
multiplied by the SPREAD MULTIPLIER, if any, in each case as specified in the
applicable prospectus supplement.

     A Floating Rate Security may also have either or both of the following: (i)
a maximum numerical limit, or ceiling (the MAXIMUM INTEREST RATE), on the per
annum interest rate in effect with respect to such Note from time to time, and
(ii) a minimum numerical limit, or floor (the MINIMUM INTEREST RATE), on the per
annum interest rate in effect with respect to such Note from time to time. In
addition to any Maximum Interest Rate which may apply to any Floating Rate
Security pursuant to the foregoing, the interest rate on Floating Rate
Securities will in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of general
application. Under present New York law, the maximum rate of interest is 25% per
annum on a simple interest basis. The limit does not apply to Floating Rate
Securities in which US $2,500,000 or more has been invested.

     The rate of interest on each Floating Rate Security will be reset daily,
weekly, monthly, quarterly, semi-annually or annually, as specified in the
applicable prospectus supplement. The dates on which such rate of interest will
be reset (each, an INTEREST RESET DATE) will be, in the case of Floating Rate
Securities which reset (a) daily, each day; and (b) otherwise (that is, weekly,
monthly, quarterly, semi-annually or annually), as specified in the applicable
prospectus supplement.

     The interest rate that will take effect with respect to a Floating Rate
Security on an Interest Reset Date will be the rate determined as of the
applicable INTEREST DETERMINATION DATE. Unless otherwise indicated in the
applicable prospectus supplement: the Interest Determination Date with respect
to an Interest Reset Date for CD Rate Notes, Commercial Paper Rate Notes,
Federal Funds Rate Notes and Prime Rate Notes will be such Interest Reset Date;
the Interest Determination Date with respect to an Interest Reset Date for LIBOR
Securities will be the second LONDON BUSINESS DAY preceding such Interest Reset
Date; the Interest Determination Date with respect to an Interest Reset Date for
EURIBOR and Euro LIBOR Notes will be the second TARGET Business Day before such
Interest Reset Date; the Interest Determination Date with respect to an Interest
Reset Date for Treasury Rate Notes will be the day of the week on which Treasury
bills normally would be auctioned


                                       39



(Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday); provided, however, that if, as a result of a legal holiday, an auction
is held on the Friday of the week preceding an Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided
further, that if an auction shall fall on any Interest Reset Date, then the
Interest Reset Date shall instead be the first BUSINESS DAY following such
auction.

     The Base Rate in effect with respect to a Floating Rate Security on each
day that is not an Interest Reset Date will be the interest rate determined as
of the Interest Determination Date pertaining to the immediately preceding
Interest Reset Date, and the Base Rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to the applicable Interest Reset Date, subject in either case to
adjustment by any Spread and/or Spread Multiplier and to any Maximum Interest
Rate and/or Minimum Interest Rate referred to above; provided, however, that the
interest rate in effect with respect to a Floating Rate Security for the period
from the closing date to the first Interest Reset Date (the INITIAL INTEREST
RATE) will be as specified in the applicable prospectus supplement.

     Each Floating Rate Security will bear interest from the closing date to the
first Interest Reset Date at the Initial Interest Rate and thereafter upon the
basis of the applicable rate determined as described below until the principal
thereof is paid or otherwise made available for payment. Interest will be
payable on the dates (each, an INTEREST PAYMENT DATE) specified in the
applicable prospectus supplement and, in each case, at any final scheduled
payment date as to the principal amount due at such final scheduled payment
date.

     If any Interest Payment Date or final scheduled payment date for any
Floating Rate Security falls on a day that is not a Business Day, then such
Interest Payment Date or final scheduled payment date shall be postponed to the
next succeeding day that is a Business Day, except that, if such Business Day
falls in the next succeeding calendar month, such Interest Payment Date or final
scheduled payment date shall be the immediately preceding Business Day. No
interest shall accrue on the amounts so payable for the period from and after
such final scheduled payment date.

     The record date for Floating Rate Securities with respect to any Interest
Payment Date shall be the calendar day, whether or not such day shall be a
Business Day, prior to such Interest Payment Date.

     Unless otherwise specified in the applicable prospectus supplement,
interest payable on any Interest Payment Date or final scheduled payment date
with respect to a Floating Rate Security shall be the amount of interest accrued
from and including the closing date or the most recent Interest Payment Date to
but excluding such Interest Payment Date or such final scheduled payment date as
to the principal amount due at such final scheduled payment date.

     Accrued interest on a Floating Rate Security will be calculated by
multiplying the principal amount of such Floating Rate Security by the actual
number of days in the interest period, by the interest rate inclusive of Spread,
and dividing by 360, or in the case of Treasury Rate Notes, by the actual number
of days in the year or, in the case of EURIBOR Notes, by 365.

     Each trust with respect to which a class of Floating Rate Securities will
be issued will appoint and enter into agreements with a calculation agent. The
calculation agent will calculate the interest rate on or before any applicable
Calculation Date, as specified in the applicable prospectus supplement. Upon the
request of the registered holder of any Floating Rate Security, the calculation
agent will provide the interest rate then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the most recent Interest Reset Date with respect to such Floating Rate Security.
Unless otherwise specified in the applicable prospectus supplement, the
"CALCULATION DATE," where applicable, pertaining to any Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day preceding the applicable Interest Payment
Date or final scheduled payment date, as the case may be.


                                       40



     All percentages resulting from any calculation on Floating Rate Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% (or 0.09876545) will be rounded upward to 9.87655% (or
0.0987655)), and all US Dollar amounts used in or resulting from such
calculation on Floating Rate Securities will be rounded to the nearest cent
(with one-half cent or greater being rounded upward). All amounts in currencies
other than US Dollars used in or resulting from calculations relating to
Floating Rate Securities denominated in such other currencies will be rounded to
the nearest full unit of the relevant currency (with 0.005 of the relevant
subunit rounded upward) unless otherwise specified in the applicable prospectus
supplement.

     As previously described, the Initial Interest Rate in effect with respect
to a Floating Rate Security from the closing date to the first Interest Reset
Date will be specified in the applicable prospectus supplement, unless the
Interest Determination Date does not occur until after the closing date. The
interest rate for each subsequent Interest Reset Date will be determined by the
calculation agent by reference to the applicable Base Rate or Base Rates
determined as set forth below, plus or minus any Spread and/or multiplied by any
Spread Multiplier and subject to any Maximum Interest Rate and/or Minimum
Interest Rate, as specified in the applicable prospectus supplement.

     The Base Rate definitions that may be applicable for purposes of
calculating interest on the Floating Rate Securities denominated in US Dollars
include the following:

     CD Rate: Unless otherwise indicated in the applicable prospectus
supplement, CD RATE will mean, with respect to any Interest Determination Date
relating to a CD Rate Note or any Interest Determination Date for a Floating
Rate Security for which the interest rate is determined with reference to the CD
Rate (a CD RATE INTEREST DETERMINATION DATE),

          (1) the rate on the applicable Interest Determination Date for
     negotiable United States dollar certificates of deposit having the INDEX
     MATURITY specified in the applicable prospectus supplement as published in
     H.15(519) under the heading "CDS (SECONDARY MARKET)," or

          (2) if the rate referred to in clause (1) above is not yet published
     on the related Calculation Date, the rate on the applicable Interest
     Determination Date for negotiable United States dollar certificates of
     deposit of the Index Maturity specified in the applicable prospectus
     supplement as published in H.15 Daily Update, or another recognized
     electronic source used for the purpose of displaying the applicable rate,
     under the caption "CDs (secondary market)," or

          (3) if the rate referred to in clause (2) is not yet published on the
     related Calculation Date, the rate on the applicable Interest Determination
     Date calculated by the calculation agent as the arithmetic mean of the
     secondary market offered rates as of 10:00 A.M., New York City time, on the
     applicable Interest Determination Date, of three leading non-bank dealers
     in negotiable United States dollar certificates of deposit in The City of
     New York selected by the calculation agent (as specified in the applicable
     prospectus supplement) for negotiable United States dollar certificates of
     deposit of major United States money center banks for negotiable
     certificates of deposit with a remaining maturity closest to the Index
     Maturity specified in the applicable prospectus supplement in an amount
     that is representative for a single transaction in that market at that
     time, or

          (4) if the dealers selected by the calculation agent are not quoting
     as mentioned in clause (3) above, the CD Rate with respect to such CD Rate
     Interest Determination Date will be the CD Rate then in effect on such CD
     Rate Interest Determination Date.

H.15(519) means the weekly statistical release designated as H.15(519), or any
successor publication, published by the Board of Governors of the Federal
Reserve System. "H.15 DAILY UPDATE" means the daily update of H.15(519),
available through the world-wide-web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/H15/update, or
any successor site or publication.

     Commercial Paper Rate: Unless otherwise indicated in the applicable
prospectus supplement, COMMERCIAL PAPER RATE will mean, with respect to any
Interest Determination Date relating to a


                                       41



Commercial Paper Rate Note or any Interest Determination Date for a Floating
Rate Security for which the interest rate is determined with reference to the
Commercial Paper Rate (a "COMMERCIAL PAPER RATE INTEREST DETERMINATION DATE"),

          (1) the Money Market Yield on the applicable Interest Determination
     Date of the rate for commercial paper having the Index Maturity specified
     in the applicable prospectus supplement as published in H.15(519) under the
     caption "Commercial Paper--Nonfinancial," or

          (2) if the rate described in clause (1) is not yet published by 5:00
     P.M., New York City time, on the day that is one NEW YORK BUSINESS DAY
     following the Interest Reset Date, the rate on the applicable Interest
     Determination Date for commercial paper having the Index Maturity specified
     in the applicable prospectus supplement as published in H.15 Daily Update,
     or other recognized electronic source used for the purpose of displaying
     the applicable rate, under the caption "Commercial Paper--Nonfinancial," or

          (3) if the rate referred to in clause (2) is not so published by 5:00
     P.M., New York City time, on the day that is one New York Business Day
     following the Interest Reset Date, the rate on the applicable Interest
     Determination Date calculated by the calculation agent as the Money Market
     Yield of the arithmetic mean of the offered rates at approximately 11:00
     A.M., New York City time, on the applicable Interest Determination Date of
     three leading dealers of United States dollar commercial paper in The City
     of New York, which may include the agent and its affiliates, selected by
     the calculation agent (as specified in the applicable prospectus
     supplement) for commercial paper having the Index Maturity specified in the
     applicable prospectus supplement placed for industrial issuers whose bond
     rating is "Aa," or the equivalent, from a nationally recognized statistical
     rating organization, or

          (4) if the dealers selected by the calculation agent are not quoting
     as mentioned in clause (3), the rate in effect on the applicable Interest
     Determination Date.

     MONEY MARKET YIELD means a yield calculated in accordance with the
following formula and expressed as a percentage:

                                            D x 360
                   Money Market Yield = --------------  x  100
                                        360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days for which interest is being calculated (from and including the
last preceding Interest Payment Date for which interest on the relevant Floating
Rate Security has been paid or provided for, or from the closing date, if
applicable, and to but excluding the next following Interest Payment Date for
such Note).

     Federal Funds Rate: Unless otherwise indicated in the applicable prospectus
supplement, FEDERAL FUNDS RATE will mean, with respect to any Interest
Determination Date relating to a Federal Funds Rate Note or any Interest
Determination Date for a Floating Rate Security for which the interest rate is
determined with reference to the Federal Funds Rate (a FEDERAL FUNDS RATE
INTEREST DETERMINATION DATE), the rate of interest on that date for Federal
Funds as published in H.15(519) under the heading "Federal funds (effective),"
as such rate is displayed on Moneyline Telerate (or any successor service) on
page 120 (or any other page as may replace the specified page on that service
("TELERATE PAGE 120")) or, if not so published or displayed by 5:00 P.M., New
York City time, on the day that is one New York Business Day following the
Interest Reset Date, the Federal Funds Rate will be the rate of interest on such
Federal Funds Rate Interest Determination Date as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying
such rate under the heading "Federal funds (effective)." If such rate is not
published in either H.15(519) or H.15 Daily Update (or such other recognized
electronic source) by 5:00 P.M., New York City time, on the day that is one New
York Business Day following the Interest Reset Date, the Federal Funds Rate for
such Federal Funds Rate Interest Determination Date will be calculated by the
calculation agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in New York, New York (which may include any
underwriter or any of their respective affiliates) selected by the calculation
agent (as specified in


                                       42



the applicable prospectus supplement) as of 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date. Notwithstanding the
foregoing, if the brokers selected as aforesaid by the calculation agent are not
quoting as described above, the Federal Funds Rate with respect to such Federal
Funds Rate Interest Determination Date will be the Federal Funds Rate then in
effect on such Federal Funds Rate Interest Determination Date.

     LIBOR: Unless otherwise indicated in the applicable prospectus supplement,
LIBOR will be determined by the calculation agent in accordance with the
following provisions:

          (1) With respect to an Interest Determination Date relating to a LIBOR
     Security or any Interest Determination Date for a Floating Rate Security
     for which the interest rate is determined with reference to LIBOR (a LIBOR
     INTEREST DETERMINATION DATE), LIBOR will be as specified in the applicable
     prospectus supplement and will be determined as either (a) the arithmetic
     mean of the offered rates for deposits in US Dollars having the Index
     Maturity specified in the applicable prospectus supplement, commencing on
     the second London Business Day immediately following such LIBOR Interest
     Determination Date, which appear on the Reuters Screen LIBO Page as of
     approximately 11:00 A.M., London time, on such LIBOR Interest Determination
     Date, if at least two such offered rates appear on the Reuters Screen LIBO
     Page ("LIBOR REUTERS"), or (b) the rate for deposits in US Dollars having
     the Index Maturity designated in the applicable prospectus supplement
     commencing on the second London Business Day immediately following that
     LIBOR Interest Determination Date which appears on the Telerate Page 3750
     as of 11:00 A.M., London time, on that LIBOR Interest Determination Date
     ("LIBOR TELERATE"). Unless otherwise specified in the applicable prospectus
     supplement, "REUTERS SCREEN LIBO PAGE" will mean the display designated as
     page "LIBO" on the Reuters Money 3000 Service (or such other page as may
     replace the LIBO page on that service for the purpose of displaying London
     interbank offered rates of major banks), and "TELERATE PAGE 3750" will mean
     the display designated as page "3750" on Moneyline Telerate (or such other
     page as may replace the 3750 page on that service or such other service or
     services as may be nominated by the British Bankers' Association for the
     purpose of displaying London interbank offered rates for such deposits). If
     neither LIBOR Reuters nor LIBOR Telerate is specified in the related
     prospectus supplement, LIBOR will be determined as if LIBOR Telerate had
     been specified. If fewer than two offered rates appear on the Reuters
     Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as
     applicable, LIBOR in respect of that LIBOR Interest Determination Date will
     be determined as if the parties had specified the rate described in (2)
     below.

          (2) With respect to a LIBOR Interest Determination Date on which fewer
     than two offered rates appear on the Reuters Screen LIBO Page, as specified
     in (1)(a) above, or if no rate appears on Telerate Page 3750 as specified
     in (1)(b) above, as applicable, LIBOR will be determined at approximately
     11:00 A.M., London time, on such LIBOR Interest Determination Date on the
     basis of the rates at which deposits in US Dollars having the Index
     Maturity specified in the related prospectus supplement are offered to
     prime banks in the London interbank market by four major banks in the
     London interbank market selected by the calculation agent (as specified in
     the applicable prospectus supplement) commencing on the second London
     Business Day immediately following such LIBOR Interest Determination Date
     and in a principal amount equal to an amount of not less than US $1,000,000
     that is representative for a single transaction in such market at such
     time. The calculation agent will request the principal London office of
     each of such banks to provide a quotation of its rate. If at least two such
     quotations are provided, LIBOR for such LIBOR Interest Determination Date
     will be the arithmetic mean of such quotations. If fewer than two
     quotations are provided, LIBOR for such LIBOR Interest Determination Date
     will be the arithmetic mean of the rates quoted at approximately 11:00
     A.M., New York City time, on such LIBOR Interest Determination Date by
     three major banks in New York, New York selected by the calculation agent
     (as specified in the applicable prospectus supplement) for loans in US
     Dollars to leading European banks, having the specified Index Maturity,
     commencing on the second London Business Day immediately following such
     LIBOR Interest Determination Date and in a principal amount equal to an
     amount of not less than US $1,000,000 that is representative for a single
     transaction in such market at such time. Notwithstanding the foregoing,


                                       43



     if the banks selected as aforesaid by the calculation agent are not quoting
     as described above, LIBOR in effect for the applicable period will be LIBOR
     in effect on such LIBOR Interest Determination Date.

     Prime Rate: Unless otherwise indicated in the applicable prospectus
supplement, PRIME RATE will mean, with respect to any Interest Determination
Date relating to a Prime Rate Note or any Interest Determination Date for a
Floating Rate Security for which the interest rate is determined with reference
to the Prime Rate (a PRIME RATE INTEREST DETERMINATION DATE),

          (1) the rate on the applicable Interest Determination Date as
     published in H.15(519) under the heading "BANK PRIME LOAN," or

          (2) if the rate referred to in clause (1) is not so published by 5:00
     P.M., New York City time, on the day that is one New York Business Day
     following the Interest Reset Date, the rate on the applicable Interest
     Determination Date published in H.15 Daily Update, or such other recognized
     electronic source used for the purpose of displaying the applicable rate
     under the caption "Bank Prime Loan," or

          (3) if the rate referred to in clause (2) is not so published by 5:00
     P.M., New York City time, on the day that is one New York Business Day
     following the Interest Reset Date, the rate calculated by the calculation
     agent as the arithmetic mean of the rates of interest publicly announced by
     at least four banks that appear on the Reuters Screen US PRIME 1 Page as
     the particular bank's prime rate or base lending rate as of 11:00 A.M., New
     York City time, on the applicable Interest Determination Date, or

          (4) if fewer than four rates described in clause (3) are shown by 3:00
     P.M., New York City time, on the related Calculation Date on the Reuters
     Screen US PRIME 1 Page, the rate on the applicable Interest Determination
     Date calculated by the calculation agent as the arithmetic mean of the
     prime rates or base lending rates quoted on the basis of the actual number
     of days in the year divided by a 360-day year as of the close of business
     on the applicable Interest Determination Date by three major banks, which
     may include affiliates of the calculation agent, in The City of New York
     selected by the calculation agent (as specified in the applicable
     prospectus supplement), or

          (5) if the banks selected by the calculation agent (as specified in
     the applicable prospectus supplement) are not quoting as mentioned in
     clause (4), the Prime Rate for the applicable Prime Rate Interest
     Determination Date will be the Prime Rate in effect on the next preceding
     Prime Rate Interest Determination Date for which the Prime Rate may be
     determined as provided above.

REUTERS SCREEN US PRIME 1 PAGE means the display on the Reuters Money 3000
Service or any successor service on the "US PRIME 1 Page" or any other page as
may replace the US PRIME 1 Page on such service for the purpose of displaying
prime rates or base lending rates of major United States banks.

     Treasury Rate: Unless otherwise indicated in the applicable prospectus
supplement, TREASURY RATE will mean, with respect to any Interest Determination
Date relating to a Treasury Rate Note or any Interest Determination Date for a
Floating Rate Security for which the interest rate is determined with reference
to the Treasury Rate (a TREASURY RATE INTEREST DETERMINATION DATE),

          (1) the rate for the related Treasury Rate Interest Determination Date
     on which United States Treasury bills of the specified Index Maturity are
     auctioned which appears on either the Telerate Page 56 or the Telerate Page
     57 opposite the Index Maturity under the heading "INVESTMENT RATE," or

          (2) if on the Calculation Date for a Treasury Rate Interest
     Determination Date United States Treasury bills of the Index Maturity have
     been auctioned on the applicable Treasury Rate Interest Determination Date
     but such rate for such Treasury Rate Interest Determination Date does not
     appear on either the Telerate Page 56 or Telerate Page 57, the rate for
     that Treasury Rate Interest Determination Date will be the Bond Equivalent
     Yield of the rate set forth in H.15


                                       44



     Daily Update, or such other recognized electronic source used for the
     purpose of displaying such rate, for that day in respect of the Index
     Maturity under the caption "U.S. Government securities/Treasury
     bills/Auction high," or

          (3) if on the Calculation Date for a Treasury Rate Interest
     Determination Date United States Treasury bills of the Index Maturity have
     been auctioned on the applicable Treasury Rate Interest Determination Date
     but such rate for such Treasury Rate Interest Determination Date does not
     appear on either the Telerate Page 56 or Telerate Page 57 and such rate is
     not set forth in the H.15 Daily Update in respect of the Index Maturity
     under the caption "U.S. Government securities/Treasury bills/Auction high"
     or another recognized electronic source, the Treasury Rate for that
     Treasury Rate Interest Determination Date will be the Bond Equivalent Yield
     of the auction rate for those Treasury bills as announced by the United
     States Department of the Treasury, or

          (4) if the United States Treasury bills of the Index Maturity are not
     auctioned during any period of seven consecutive calendar days ending on
     and including any Friday and a Treasury Rate Interest Determination Date
     would have occurred if such Treasury bills had been auctioned during that
     seven-day period, a Treasury Rate Interest Determination Date will be
     deemed to have occurred on the day during that seven-day period on which
     such Treasury bills would have been auctioned in accordance with the usual
     practices of the United States Department of the Treasury, and the Treasury
     Rate for that Treasury Rate Interest Determination Date will be calculated
     by the calculation agent as the Bond Equivalent Yield of the arithmetic
     mean of the secondary market bid rates quoted to the calculation agent for
     the issue of United States Treasury bills with a remaining maturity closest
     to the Index Maturity, as of approximately 3:30 P.M., New York City time,
     on the relevant Calculation Date, by three primary United States government
     securities dealers in The City of New York, which may include affiliates of
     the calculation agent, selected by the calculation agent (as specified in
     the applicable prospectus supplement), or so many of them as provides such
     a quotation to the calculation agent, and if none of the dealers provides
     such a quotation, the Treasury Rate for the relevant Treasury Rate Interest
     Determination Date will be the Treasury Rate determined as provided above
     for the Treasury Rate Interest Determination Date during the preceding
     seven-day period for which the Treasury Rate may be determined as provided
     above.

     The calculation agent will request each of such dealers to provide a
quotation of its secondary market bid rate specified above. BOND EQUIVALENT
YIELD means, in respect of a Treasury bill with a maturity of six months or less
for which the relevant rate is quoted on a bank discount basis, a yield
(expressed as a percentage) calculated in accordance with the following formula:

                                              D x 360
                  Bond Equivalent Yield = ------------- x 100
                                          360 - (D x M)

where "D" refers to the per annum rate for the Treasury bill quoted on a bank
discount basis and expressed as a decimal, "N" refers to 365 or 366, as
applicable, and "M" refers to: if the Index Maturity approximately corresponds
to the length of the period for which the Bond Equivalent Yield is being
calculated, the actual number of days in that period, and, otherwise, the actual
number of days in the period from and including the applicable Treasury Rate
Interest Determination Date to but excluding the next following date scheduled
to be a Treasury Rate Interest Determination Date for the Note. "TELERATE PAGE
56" and "TELERATE PAGE 57" will mean the displays designated as pages "56" and
"57" on Moneyline Telerate (or such other pages as may replace the 56 and 57
pages on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying United States
Treasury bill rates).

     The Base Rate definitions that may be applicable for purposes of
calculating interest on the Floating Rate Securities denominated in currencies
other than US Dollars will be set forth in the applicable prospectus supplement
and, for Notes denominated in euro may include the following:

     EURIBOR: Unless otherwise indicated in the applicable prospectus
supplement, EURIBOR will be determined by the calculation agent in accordance
with the following provisions:


                                       45



          (1) With respect to an Interest Determination Date relating to a
     EURIBOR Note or any Interest Determination Date for a Floating Rate
     Security for which the interest rate is determined with reference to
     EURIBOR (a EURIBOR INTEREST DETERMINATION DATE), EURIBOR will be as
     specified in the applicable prospectus supplement and will be determined as
     the offered rate for deposits in euro having the Index Maturity specified
     in the applicable prospectus supplement, commencing on the second TARGET
     Business Day immediately following such EURIBOR Interest Determination
     Date, which appears on the Telerate Page 248 as of 11:00 A.M., Brussels
     time, on that EURIBOR Interest Determination Date. If no such rate appears
     on the Telerate Page 248, as applicable, EURIBOR in respect of that EURIBOR
     Interest Determination Date will be determined as if the parties had
     specified the rate described in (2) below. Unless otherwise specified in
     the applicable prospectus supplement, "TELERATE PAGE 248" will mean the
     display designated as page "248" on Moneyline Telerate (or such other page
     as may replace the 248 page on that service or such other service or
     services as may be nominated by the British Bankers' Association for the
     purpose of displaying Euro-zone interbank offered rates for euro deposits).

          (2) If no rate appears on Telerate Page 248 as specified in (1) above
     on a EURIBOR Interest Determination Date, EURIBOR will be determined at
     approximately 11:00 A.M., Brussels time, on such EURIBOR Interest
     Determination Date on the basis of the rates at which deposits in euro
     having the Index Maturity specified in the applicable prospectus supplement
     are offered to prime banks in the Euro-zone interbank market by four major
     banks in the Euro-zone interbank market selected by the calculation agent
     (as specified in the applicable prospectus supplement) commencing on the
     second TARGET Business Day immediately following such EURIBOR Interest
     Determination Date and in a principal amount equal to an amount that is
     representative for a single transaction in such market at such time. The
     calculation agent will request the principal Euro-zone office of each of
     such banks to provide a quotation of its rate. If at least two such
     quotations are provided, EURIBOR for such EURIBOR Interest Determination
     Date will be the arithmetic mean of such quotations. If fewer than two
     quotations are provided, EURIBOR for such EURIBOR Interest Determination
     Date will be the arithmetic mean of the rates quoted at approximately 11:00
     A.M., Brussels time, on such EURIBOR Interest Determination Date by three
     leading banks in the Euro-zone selected by the calculation agent (as
     specified in the applicable prospectus supplement) for loans in euro to
     European banks, having the specified Index Maturity, commencing on the
     second TARGET Business Day immediately following such EURIBOR Interest
     Determination Date and in a principal amount that is representative for a
     single transaction in such market at such time. Notwithstanding the
     foregoing, if the banks selected as aforesaid by the calculation agent are
     not quoting as described above, EURIBOR in effect for the applicable period
     will be EURIBOR in effect on such EURIBOR Interest Determination Date.

     Euro LIBOR: Unless otherwise indicated in the applicable prospectus
supplement, EURO LIBOR will be determined by the calculation agent in accordance
with the following provisions:

          (1) With respect to an Interest Determination Date relating to a Euro
     LIBOR Note or any Interest Determination Date for a Floating Rate Security
     for which the interest rate is determined with reference to Euro LIBOR (a
     EURO LIBOR INTEREST DETERMINATION DATE), Euro LIBOR will be as specified in
     the applicable prospectus supplement and will be determined as the offered
     rate for deposits in euro having the Index Maturity specified in such
     prospectus supplement, commencing on the second TARGET Business Day
     immediately following such Euro LIBOR Interest Determination Date, which
     appears on the Telerate Page 3750 as of 11:00 A.M., London time, on that
     Euro LIBOR Interest Determination Date. If no such rate appears on the
     Telerate Page 3750, as applicable, Euro LIBOR in respect of that Euro LIBOR
     Interest Determination Date will be determined as if the parties had
     specified the rate described in (2) below.

          (2) If no rate appears on Telerate Page 3750 as specified in (1) above
     on a Euro LIBOR Interest Determination Date, Euro LIBOR will be determined
     at approximately 11:00 A.M., London time, on such Euro LIBOR Interest
     Determination Date on the basis of the rates at which deposits in euro
     having the Index Maturity specified in the related prospectus supplement
     are offered to prime banks in the London


                                       46



     interbank market by four major banks in the London interbank market
     selected by the calculation agent (as specified in the applicable
     prospectus supplement) commencing on the second TARGET Business Day
     immediately following such Euro LIBOR Interest Determination Date and in a
     principal amount equal to an amount that is representative for a single
     transaction in such market at such time. The calculation agent will request
     the principal London office of each of such banks to provide a quotation of
     its rate. If at least two such quotations are provided, Euro LIBOR for such
     Euro LIBOR Interest Determination Date will be the arithmetic mean of such
     quotations. If fewer than two quotations are provided, Euro LIBOR for such
     Euro LIBOR Interest Determination Date will be the arithmetic mean of the
     rates quoted at approximately 11:00 A.M., London time, on such Euro LIBOR
     Interest Determination Date by three leading European banks in the London
     interbank market selected by the calculation agent (as specified in the
     applicable prospectus supplement) for loans in euro to European banks,
     having the specified Index Maturity, commencing on the second TARGET
     Business Day immediately following such Euro LIBOR Interest Determination
     Date and in a principal amount that is representative for a single
     transaction in such market at such time. Notwithstanding the foregoing, if
     the banks selected as aforesaid by the calculation agent are not quoting as
     described above, Euro LIBOR in effect for the applicable period will be
     Euro LIBOR in effect on such Euro LIBOR Interest Determination Date.

DERIVATIVE ARRANGEMENTS

     The trust may also include a derivative arrangement for the payment of
interest on the securities of a series or any class of securities. A derivative
arrangement may include a maturity liquidity facility, an interest rate cap or
floor agreement, an interest rate or currency swap agreement. The type of
derivative arrangement, if any, for a series of securities or class of
securities, along with a description of the provider of such derivative
arrangement, will be described in the applicable prospectus supplement.

VARIABLE FUNDING NOTE

     The applicable prospectus supplement for a trust may provide that the trust
will issue one or more classes of notes in the applicable series that have
particular targeted maturity dates. In order to have sufficient funds available
on such targeted maturity dates, the trust may also concurrently issue
amortizing floating notes, known as VARIABLE FUNDING NOTES. These variable
funding notes will not be offered or sold to the public under that prospectus
supplement and this prospectus, but their existence and material terms will be
disclosed in the related prospectus supplement. If on a particular targeted
maturity date for a class of notes the applicable trust does not have sufficient
funds available from collections on the related Receivables to repay these
securities in full on the related payment date, the trust will able to obtain an
advance on the variable funding notes for this purpose. If a draw is made on a
variable funding note to repay a class of notes on its targeted maturity date,
such variable funding note will entitled to payments of outstanding principal
prior to all other classes of securities on subsequent payment dates until they
are repaid in full. If for any reason a class of notes is not repaid in full on
its targeted maturity date (due to the inability of the trust to obtain an
advance on a variable funding note or otherwise), such failure to pay on such
date will not constitute an event of default and the related noteholders will be
entitled to payments of principal prior to all other classes of securities on
all subsequent payment dates until they are repaid in full.

     Interest Rate Flexibility For a Variable Funding Note. Interest accrued on
any class of variable funding notes will be payable pari passu with interest due
on the most senior class or classes of securities issued by that trust. The
prospectus supplement may provide that the a variable funding note may have
different rates of interest than the other classes of securities being issued by
that trust, which may be fixed or floating. The related prospectus supplement
will specify the interest rate for each such class and the method, if any, for
determining subsequent changes to the interest rate.

PRO-RATA PAY/SUBORDINATE SECURITIES

     The applicable prospectus supplement for a trust may provide that one or
more classes of securities will be payable on an interest only or principal only
basis. In addition, the securities may


                                       47



include two or more classes that differ as to timing, sequential order, priority
of payment, Interest Rate or amount of distributions of principal or interest or
both. Distributions of principal or interest or both on any class of securities
may be made upon the occurrence of specified events, in accordance with a
schedule or formula, or on the basis of collections from designated assets of
the trust. A series may include one or more classes of securities, as to which
accrued interest will not be distributed but rather will be added to the
principal or specified balance of the security on each payment date.

REVOLVING PERIOD

     The applicable prospectus supplement for a trust may provide that all or a
portion of the principal collected on the Receivables may be applied by the
trustee to the acquisition of subsequent Receivables during the period specified
in the related prospectus supplement, rather than used to distribute payments of
principal to securityholders during that period. The related prospectus
supplement will specify the percentage of the asset pool represented by the
revolving period and the maximum amount of additional assets that may be
acquired during the revolving period, in each case, to the extent determinable.
These securities would then possess an interest only period or limited
amortization period, also commonly referred to as a REVOLVING PERIOD, which will
be followed by an AMORTIZATION PERIOD, during which principal would be paid. Any
revolving period may terminate prior to the end of the specified period and
result in earlier than expected principal repayment of the securities upon
occurrence of certain events to be set forth in the related prospectus
supplement. In addition, the related prospectus supplement will specify any
limitation on the ability of the sponsor or depositor to add assets and the
requirements for assets that may be added to the pool.

PREFUNDING PERIOD

     The applicable prospectus supplement for a trust may provide on the closing
date a portion of the proceeds specified in the related prospectus supplement
received from the sale of the applicable notes and/or certificates will be
deposited into a segregated prefunding account. The related prospectus
supplement also will specify the percentage of the asset pool represented by the
prefunding period. Following the closing date, and continuing until the date
specified in the related prospectus supplement, commonly referred to as a
PREFUNDING PERIOD, the trust will have the ability to purchase additional
Receivables from the depositor to the extent there are sufficient funds on
deposit in the related prefunding account. To the extent sums on deposit in the
related prefunding account are not utilized to purchase additional Receivables
prior to the end of the prefunding period, such amounts will be transferred to
the related collection account and will become part of available amounts on the
next payment date. Any prefunding period may terminate prior to the end of the
specified period and result in earlier than expected principal repayment of one
or more classes of securities specified in the related prospectus supplement
upon occurrence of certain events to be set forth in the related prospectus
supplement. In addition, the related prospectus supplement will specify any
limitation on the ability of the sponsor or depositor to add assets and the
requirements for assets that may be added to the pool.

BOOK-ENTRY REGISTRATION

     Each class of securities offered by this prospectus will be represented by
one or more certificates registered in the name of Cede, as nominee of DTC.
Securityholders may hold beneficial interests in securities through DTC (in the
United States) or Clearstream Banking, societe anonyme, which we refer to in
this prospectus as CLEARSTREAM, LUXEMBOURG, or Euroclear Bank S.A./NV as
operator of the Euroclear System (in Europe or Asia), which we refer to in this
prospectus as EUROCLEAR, directly if they are participants of those systems, or
indirectly through organizations which are participants in those systems.
Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of
their participants, which we refer to in this prospectus as CLEARSTREAM,
LUXEMBOURG PARTICIPANTS and EUROCLEAR PARTICIPANTS, respectively, through
customers' securities accounts in their respective names on the books of their
respective depositaries, which we collectively refer to as the DEPOSITARIES,
which in turn will hold those positions in customers' securities accounts in the
Depositaries' names on the books of DTC.


                                       48



     No securityholder will be entitled to receive a certificate representing
that person's interest in the securities, except as set forth below. Unless and
until securities of a class are issued in fully registered certificated form
under the limited circumstances described below, all references in this
prospectus to actions by noteholders, certificateholders or securityholders
shall refer to actions taken by DTC upon instructions from DTC Participants, and
all references in this prospectus to distributions, notices, reports and
statements to noteholders, certificateholders or securityholders shall refer to
distributions, notices, reports and statements to Cede, as the registered holder
of the securities, for distribution to securityholders in accordance with DTC
procedures. Therefore, it is anticipated that the only noteholder,
certificateholder or securityholder will be Cede, as nominee of DTC.
Securityholders will not be recognized by the related trustee as noteholders,
certificateholders or securityholders as those terms will be used in the
relevant agreements, and securityholders will only be permitted to exercise the
rights of holders of securities of the related class indirectly through DTC and
DTC Participants, as further described below.

     Transfers between DTC Participants will occur in accordance with DTC rules.
Transfers between Clearstream, Luxembourg Participants and Euroclear
Participants will occur in accordance with their applicable rules and operating
procedures.

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg Participants or Euroclear Participants, on the other, will be
effected in DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its Depositary. However, each of these
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with that system's rules and procedures and within that system's
established deadlines (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its Depositary to take action to effect final settlement
on its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Clearstream, Luxembourg Participants and Euroclear
Participants may not deliver instructions directly to their respective
Depositaries.

     Because of time-zone differences, credits of securities received in
Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC
Participant will be made during subsequent securities settlement processing and
dated the business day following the DTC settlement date. Those credits or any
transactions in those securities settled during that processing will be reported
to the relevant Euroclear Participant or Clearstream, Luxembourg Participant on
that business day. Cash received in Clearstream, Luxembourg or Euroclear as a
result of sales of securities by or through a Clearstream, Luxembourg
Participant or a Euroclear Participant to a DTC Participant will be received
with value on the DTC settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day
following settlement in DTC.

     DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Exchange Act. DTC was created
to hold securities DTC Participants and to facilitate the clearance and
settlement of securities transactions between DTC Participants through
electronic book-entries, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies and clearing corporations which may include underwriters, agents
or dealers with respect to the securities of any class or series. Indirect
access to the DTC system also is available to the INDIRECT DTC PARTICIPANTS
either directly or indirectly through relationships with DTC Participants. The
rules applicable to DTC and DTC Participants are on file with the SEC.

     Securityholders that are not DTC Participants or Indirect DTC Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, securities may do so only through DTC Participants and Indirect
DTC Participants. DTC Participants will receive a credit for the securities on
DTC's records. The ownership interest of each securityholder will in turn be
recorded on respective records of the DTC Participants and Indirect DTC
Participants.


                                       49



     Securityholders will not receive written confirmation from DTC of their
purchase, but securityholders are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the DTC Participant or Indirect DTC Participant through which the
securityholder entered into the transaction. Transfers of ownership interests in
the securities of any class will be accomplished by entries made on the books of
DTC Participants acting on behalf of securityholders.

     To facilitate subsequent transfers, all securities deposited by DTC
Participants with DTC will be registered in the name of Cede, as nominee of DTC.
The deposit of securities with DTC and their registration in the name of Cede
will effect no change in beneficial ownership. DTC will have no knowledge of the
actual securityholders and its records will reflect only the identity of the DTC
Participants to whose accounts those securities are credited, which may or may
not be the securityholders. DTC Participants and Indirect DTC Participants will
remain responsible for keeping account of their holdings on behalf of their
customers. While the securities of a series are held in book-entry form,
securityholders will not have access to the list of securityholders of that
series, which may impede the ability of securityholders to communicate with each
other.

     Conveyance of notices and other communications by DTC to DTC Participants,
by DTC Participants to Indirect DTC Participants and by DTC Participants and
Indirect DTC Participants to securityholders will be governed by arrangements
among them, subject to any statutory or regulatory requirements that may be in
effect from time to time.

     Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among DTC
Participants on whose behalf it acts with respect to the securities and is
required to receive and transmit payments of principal of and interest on the
securities. DTC Participants and Indirect DTC Participants with which
securityholders have accounts with respect to the securities similarly are
required to make book-entry transfers and receive and transmit those payments on
behalf of their respective securityholders.

     DTC's practice is to credit DTC Participants' accounts on each payment date
in accordance with their respective holdings shown on its records, unless DTC
has reason to believe that it will not receive payment on that payment date.
Payments by DTC Participants and Indirect DTC Participants to securityholders
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of that DTC
Participant and not of DTC, the related indenture trustee or trustee (or any
paying agent appointed by the indenture trustee or trustee), the depositor or
the servicer, subject to any statutory or regulatory requirements that may be in
effect from time to time. Payment of principal of and interest on each class of
securities to DTC will be the responsibility of the related indenture trustee or
trustee (or any paying agent), disbursement of those payments to DTC
Participants will be the responsibility of DTC and disbursement of those
payments to the related securityholders will be the responsibility of DTC
Participants and Indirect DTC Participants. DTC will forward those payments to
its DTC Participants which thereafter will forward them to Indirect DTC
Participants or securityholders.

     Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and some other banks, a securityholder may
be limited in its ability to pledge securities to persons or entities that do
not participate in the DTC system, or otherwise take actions with respect to
those securities due to the lack of a physical certificate for those securities.

     DTC has advised the depositor that it will take any action permitted to be
taken by a securityholder only at the direction of one or more DTC Participants
to whose account with DTC the securities are credited. Additionally, DTC has
advised the depositor that it will take those actions with respect to specified
percentages of the securityholders' interest only at the direction of and on
behalf of DTC Participants whose holdings include undivided interests that
satisfy those specified percentages. DTC may take conflicting actions with
respect to other undivided interests to the extent that those actions are taken
on behalf of DTC Participants whose holdings include those undivided interests.


                                       50



     Neither DTC nor Cede will consent or vote with respect to the securities.
Under its usual procedures, DTC will mail an "Omnibus Proxy" to the related
indenture trustee or trustee as soon as possible after any applicable record
date for that consent or vote. The Omnibus Proxy will assign Cede's consenting
or voting rights to those DTC Participants to whose accounts the related
securities are credited on that record date (which record date will be
identified in a listing attached to the Omnibus Proxy).

     Clearstream, Luxembourg is a duly licensed bank organized as a limited
liability company (a societe anonyme) incorporated under the laws of the Grand
Duchy of Luxembourg as a professional depositary. Clearstream, Luxembourg holds
securities for Clearstream, Luxembourg Participants and facilitates the
clearance and settlement of securities transactions between Clearstream,
Luxembourg Participants through electronic book-entry changes in Clearstream
accounts of Clearstream, Luxembourg Participants or between a Clearstream
account and a Euroclear account, thereby eliminating the need for physical
movement of certificates. For transactions between a Clearstream, Luxembourg
participant and a participant of another securities settlement system,
Clearstream, Luxembourg generally adjusts to the settlement rules of the other
securities settlement system. Transactions may be settled by Clearstream,
Luxembourg in numerous currencies, including United States dollars. Clearstream,
Luxembourg provides to Clearstream, Luxembourg Participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream, Luxembourg also deals with domestic securities markets in several
countries through established depository and custodial relationships. As a
professional depositary, Clearstream, Luxembourg is subject to regulation by the
Luxembourg Commission de Surveillance du Secteur Financier, "CSSF". Clearstream,
Luxembourg Participants are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations. Indirect access to Clearstream, Luxembourg is available
to other institutions that clear through or maintain a custodial relationship
with a Clearstream, Luxembourg Participant. Clearstream, Luxembourg has
established an electronic bridge with Euroclear to facilitate settlement of
trades between Clearstream, Luxembourg and Euroclear.

     Euroclear was created in 1968 to hold securities for Euroclear Participants
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby eliminating
the need for physical movement of certificates and any risk from lack of
simultaneous transfers of securities and cash. Transactions may now be settled
in numerous currencies, including United States dollars. Euroclear provides
various other services, including securities lending and borrowing, and
interfaces with domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./NV, we which refer to in this prospectus as the EUROCLEAR
OPERATOR. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries and may include any underwriters, agents or dealers with respect
to any class or series of securities offered by this prospectus. Indirect access
to Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or
indirectly.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law,
commonly referred to as the TERMS AND CONDITIONS. The Terms and Conditions
govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear Participants and has no record of or relationship
with persons holding through Euroclear Participants.

     Payments with respect to securities held through Clearstream, Luxembourg or
Euroclear will be credited to the cash accounts of Clearstream, Luxembourg
Participants or Euroclear Participants in accordance with the relevant system's
rules and procedures, to the extent received by its Depositary.


                                       51



     Those payments will be subject to tax withholding in accordance with
relevant United States tax laws and regulations. We refer you to "Material
Income Tax Consequences" in this prospectus. Clearstream, Luxembourg or the
Euroclear Operator, as the case may be, will take any other action permitted to
be taken by a securityholder on behalf of a Clearstream, Luxembourg Participant
or Euroclear Participant only in accordance with its relevant rules and
procedures and subject to its Depositary's ability to effect those actions on
its behalf through DTC.

     DTC, Clearstream, Luxembourg and Euroclear are under no obligation to
perform or continue to perform the foregoing procedures and such procedures may
be discontinued at any time.

DEFINITIVE SECURITIES

     The notes, if any, and the certificates of a given series will be issued in
fully registered, certificated form to noteholders or certificateholders or
their respective nominees, rather than to DTC or its nominee, only if:

     o    DTC is no longer willing or able to discharge properly its
          responsibilities as depository with respect to those securities and
          the depositor, the administrator or the trustee is unable to locate a
          qualified successor (and if it is the depositor or the administrator
          that has made that determination, the depositor or that administrator
          so notifies the applicable trustee in writing);

     o    the depositor or the administrator or the trustee, as applicable, is
          successful in exercising an election to terminate the book-entry
          system through DTC; or

     o    after the occurrence of an Event of Default or a SERVICER DEFAULT with
          respect to those securities, holders representing at least a majority
          of the outstanding principal amount of the notes or the certificates,
          as the case may be, of that series, acting together as a single class,
          advise the applicable trustee through DTC in writing that the
          continuation of a book-entry system through DTC (or a successor
          thereto) with respect to those notes or certificates is no longer in
          the best interests of the holders of those securities.

     Upon the occurrence of any event described in the immediately preceding
paragraph of which a responsible officer of the applicable trustee or indenture
trustee has actual knowledge, the applicable trustee or indenture trustee will
be required to notify all applicable securityholders of a given series through
DTC Participants of the availability of definitive securities. Upon surrender by
DTC of the definitive notes or certificates representing the corresponding
securities and receipt of instructions for re-registration, the applicable
trustee or indenture trustee will reissue those notes or certificates as
definitive notes or definitive certificates, as applicable, to those noteholders
or certificateholders, as the case may be.

     Payments of principal of, and interest on, the definitive securities will
thereafter be made by the applicable trustee or indenture trustee in accordance
with the procedures set forth in the related indenture or the related trust
agreement, as applicable, directly to holders of definitive securities in whose
names the definitive securities were registered at the close of business on the
applicable record date specified for those securities in the applicable
prospectus supplement. Those payments will be made by wire transfer or check
mailed to the address of that holder as it appears on the register maintained by
the applicable trustee or indenture trustee. The final payment on any definitive
security, however, will be made only upon presentation and surrender of that
definitive security at the office or agency specified in the notice of final
payment to the applicable securityholders. The applicable trustee or the
indenture trustee will provide notice to the applicable securityholders not less
than 15 nor more than 30 days prior to the date on which final payment is
expected to occur.

     Definitive securities will be transferable and exchangeable at the offices
of the applicable trustee or of a registrar named in a notice delivered to
holders of definitive securities. No service charge will be imposed for any
registration of transfer or exchange, but the applicable trustee may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.


                                       52



              DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

     The following summary describes material terms of each sale and servicing
agreement pursuant to which a trust will purchase Receivables from the depositor
and the servicer will agree to service those Receivables, each trust agreement
pursuant to which a trust will be created and certificates will be issued and
each administration agreement pursuant to which the administrator will undertake
specified administrative duties with respect to a trust. Forms of the Transfer
and Servicing Agreements have been filed as exhibits to the registration
statement of which this prospectus forms a part. The provisions of any of the
Transfer and Servicing Agreements may differ in non-material respects from those
described in this prospectus and, if so, will be described in the applicable
prospectus supplement. This summary does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all the provisions of
the Transfer and Servicing Agreements.

SALE AND ASSIGNMENT OF RECEIVABLES

     On or prior to the closing date specified with respect to any given trust
in the applicable prospectus supplement, the originator will sell and assign to
the depositor, without recourse and pursuant to a purchase agreement, its entire
interest in the Receivables comprising the related pool, including the security
interests in the Financed Vehicles. On the closing date, the depositor will
transfer and assign to the applicable trustee on behalf of the trust, without
recourse and pursuant to a sale and servicing agreement, its entire interest in
the Receivables comprising the related pool, including its security interests in
the related Financed Vehicles. Each Receivable will be identified in a schedule
appearing as an exhibit to the related sale and servicing agreement, but the
existence and characteristics of the related Receivables will not be verified by
the related trustee. The applicable trustee will, concurrently with the transfer
and assignment, on behalf of the trust, execute and deliver the related notes
and/or certificates. The net proceeds received from the sale of the certificates
and the notes of a given series will be applied to the purchase of the related
Receivables from the depositor and, to the extent specified in the applicable
prospectus supplement, to make any required initial deposit into any prefunding
account, the reserve fund and the yield supplement account, if any. The
depositor will initially retain the most subordinated class of securities of the
related series.

     The originator, pursuant to a purchase agreement, and the depositor,
pursuant to a sale and servicing agreement, will represent and warrant, among
other things, that:

     o    the information provided in the related schedule of Receivables
          delivered in connection with sale is true and correct in all material
          respects;

     o    at the time of origination of each Receivable, the related Obligor on
          each Receivable is required to maintain physical damage insurance
          covering the Financed Vehicle in accordance with the originator's
          normal requirements;

     o    each of those Receivables is or will be secured by a first priority
          perfected security interest in favor of the originator in the Financed
          Vehicle;

     o    to the best of its knowledge, as of the applicable closing date, the
          related Receivables are free and clear of all security interests,
          liens, charges and encumbrances and no offsets, defenses or
          counterclaims have been asserted or threatened;

     o    each related Receivable, at the time it was originated, complied and,
          as of the applicable closing date, complies in all material respects
          with applicable federal and state laws, including, consumer credit,
          truth-in-lending, equal credit opportunity and disclosure laws; and

     o    any other representations and warranties that may be set forth in the
          applicable prospectus supplement are true and correct in all material
          respects.

     Unless otherwise provided for in the related prospectus supplement, as of
the last day of the second (or, if the depositor so elects, the first)
collection period following the discovery by or notice to the depositor of a
breach of any representation or warranty of the depositor that materially and
adversely affects the interests of the related securityholders in any
Receivable, the depositor, unless the breach is cured, will repurchase that
WARRANTY RECEIVABLE from that trust and, pursuant to the


                                       53



related purchase agreement, the originator will purchase that Warranty
Receivable from the depositor, at a price equal to the Warranty Purchase Payment
for that Receivable. This repurchase obligation will constitute the sole remedy
available to the securityholders or the trust for any uncured breach by the
depositor. The obligation of the depositor to repurchase a Receivable will not
be conditioned on performance by the originator of its obligation to purchase
that Receivable from the depositor pursuant to the related purchase agreement.

     Pursuant to each sale and servicing agreement, the depositor and each trust
will designate the servicer as custodian to maintain possession as that trust's
agent of the related retail installment sale contracts and any other documents
relating to the Receivables. To assure uniform quality in servicing both the
Receivables and the servicer's own portfolio of motor vehicle retail installment
sale contracts, as well as to facilitate servicing and reduce administrative
costs, the documents evidencing the Receivables will not be physically
segregated from other motor vehicle retail installment sale contracts of the
servicer, or those which the servicer services for others, or marked to reflect
the transfer to the related trust as long as AHFC is servicing the Receivables.
However, Uniform Commercial Code (as in effect in the applicable jurisdiction)
(the "UCC") financing statements reflecting the sale and assignment of the
Receivables by the originator to the depositor and by the depositor to the
applicable trust will be filed, and the respective accounting records and
computer files of the originator and the depositor will reflect that sale and
assignment. The depositor, or the servicer on its behalf, will be responsible
for maintaining such perfected security interest through the filing of
continuation statements or amended financing statements, as applicable. Because
the Receivables will remain in the servicer's possession and will not be stamped
or otherwise marked to reflect the assignment to the trustee, if a subsequent
purchaser were able to take physical possession of the Receivables without
knowledge of the assignment, the trust's interest in the Receivables could be
defeated. In addition, in some cases, the trustee's security interest in
collections that have been received by the servicer but not yet remitted to the
related collection account could be defeated. We refer you to "Certain Legal
Aspects of the Receivables--Security Interests" in this prospectus.

ACCOUNTS

     With respect to each trust that issues notes, the servicer will establish
and maintain with the related trustee or indenture trustee one or more accounts
each designated as a collection account, in the name of the trustee, or if that
trust issues notes, the indenture trustee, on behalf of the related
securityholders, into which payments made on or with respect to the related
Receivables and amounts released from any yield supplement account, reserve
fund, prefunding account or other form of credit enhancement will be deposited
for payment to the related securityholders.

     If so provided in the related prospectus supplement, the servicer will
establish for each series of securities an additional account, to be designated
as a payahead account, in the name of the related trustee or, if that trust
issues notes, the indenture trustee, into which, to the extent required by the
sale and servicing agreement, PAYMENTS AHEAD will be deposited until the time as
the related payment becomes due. Until that time as Payments Ahead are
transferred from the payahead account to a collection account, they will not
constitute collected interest or collected principal and will not be available
for payment to the applicable noteholders or certificateholders. The payahead
account will initially be maintained with the applicable indenture trustee or
trustee.

     Any prefunding account, any yield supplement account or any reserve fund,
will be described in the applicable prospectus supplement.

     The related prospectus supplement will set forth the provisions to be
contained in the related sale and servicing agreement regarding the applicable
dates when collections on Receivables received by the servicer must be
transferred to the related collection account.

     For any series of securities, funds in the related collection account, any
yield supplement account, any prefunding account, any reserve fund and other
accounts that may be identified in the applicable prospectus supplement will be
invested, at the direction of the Treasury Department of the servicer, as
provided in the related sale and servicing agreement in ELIGIBLE INVESTMENTS.

     "ELIGIBLE INVESTMENTS" mean, at any time, any one or more of the following
obligations and securities:


                                       54



     o    obligations of, and obligations fully guaranteed as to timely payment
          of principal and interest by, the United States or any agency thereof,
          provided such obligations are backed by the full faith and credit of
          the United States;

     o    general obligations of or obligations guaranteed by the Federal
          National Mortgage Association, any state of the United States, the
          District of Columbia or the Commonwealth of Puerto Rico then rated the
          highest available credit rating of each Rating Agency for such
          obligations;

     o    securities bearing interest or sold at a discount issued by any
          corporation incorporated under the laws of the United States or any
          state thereof, the District of Columbia or the Commonwealth of Puerto
          Rico, so long as at the time of such investment or contractual
          commitment providing for such investment either the long-term
          unsecured debt of such corporation has the highest available credit
          rating from each Rating Agency for such obligations or the commercial
          paper or other short-term debt which is then rated has the highest
          available credit rating of each Rating Agency for such obligations;

     o    certificates of deposit issued by any depository institution or trust
          company (including the indenture trustee) incorporated under the laws
          of the United States or any state thereof, the District of Columbia or
          the Commonwealth of Puerto Rico and subject to supervision and
          examination by banking authorities of one or more of such
          jurisdictions, provided that the short-term unsecured debt obligations
          of such depository institution or trust company has the highest
          available credit rating of each Rating Agency for such obligations;

     o    certificates of deposit issued by any bank, trust company, savings
          bank or other savings institution and fully insured by the Federal
          Deposit Insurance Corporation;

     o    repurchase obligations held by the indenture trustee that are
          acceptable to the indenture trustee with respect to any security
          described in the first and second bullets above or any other security
          issued or guaranteed by any other agency or instrumentality of the
          United States, in either case entered into with a federal agency or a
          depository institution or trust company (acting as principal)
          described in the fourth bullet above;

     o    any mutual fund, money market fund, common trust fund or other pooled
          investment vehicle having a rating, at the time of such investment, of
          no less than Aaa or its equivalent by Moody's Investors Service, Inc.
          ("MOODY'S"), AAA or its equivalent by Standard & Poor's Ratings
          Services, a division of The McGraw Hill Companies, Inc. ("STANDARD AND
          POOR'S") and AAA or its equivalent by Fitch Ratings ("FITCH"), if
          rated by Fitch (including, but not limited to funds of which the
          indenture trustee or an affiliate thereof is the manager or financial
          advisor);

     o    such other investments acceptable to each Rating Agency in writing as
          will not result in the qualification, downgrading or withdrawal of the
          rating then assigned to any Securities by such Rating Agency;

     Except as described below or in the related prospectus supplement, Eligible
Investments are limited to obligations or securities that mature on or before
the next payment date for that series. However, to the extent permitted by the
rating agencies, funds in any ACCOUNT (other than the collection account) may be
invested in obligations or securities that will not mature prior to the next
payment date with respect to those certificates or notes and will not be sold to
meet any shortfalls. Thus, the amount of cash in any reserve fund or the yield
supplement account at any time may be less than the balance of the reserve fund
or the yield supplement account, as the case may be. If the amount required to
be withdrawn from any reserve fund or the yield supplement account to cover
shortfalls in collections on the related Receivables (as provided in the
applicable prospectus supplement) exceeds the amount of cash in the reserve fund
or the yield supplement account, as the case may be, a temporary shortfall in
the amounts paid to the related noteholders or certificateholders could result,
which could, in turn, increase the average life of the notes or the certificates
of that series. Investment earnings on funds deposited in the Accounts, net of
losses and investment expenses, shall be released to the servicer or the
depositor on each Payment Date and shall be the property of the servicer or the
depositor, as the case may be.


                                       55



     For each trust, the Accounts will be maintained with the related indenture
trustee or owner trustee so long as it is an Eligible Institution. If the
related indenture trustee or owner trustee, as the case may be, ceases to be an
Eligible Institution, then the servicer shall, with the assistance of the
indenture trustee or the owner trustee as may be necessary, cause each Account
to be moved to an Eligible Institution.

SERVICING PROCEDURES

     The servicer, for the benefit of each trust, shall manage, service,
administer and make collections on the Receivables (other than Administrative
Receivables and Warranty Receivables) with reasonable care, using that degree of
skill and attention that the servicer exercises with respect to all comparable
motor vehicle receivables that it services for itself or others. The servicer's
duties shall include collection and posting of all payments, responding to
inquiries of Obligors or by federal, state or local government authorities with
respect to the Receivables, investigating delinquencies, sending payment coupons
to Obligors, reporting tax information to Obligors in accordance with its
customary practices, policing the collateral, accounting for collections and
furnishing monthly and annual statements to the trustees with respect to
distributions, generating federal income tax information, making Advances and
performing the other duties specified in the related sale and servicing
agreement. The Servicer shall follow its customary standards, policies and
procedures and shall have full power and authority, acting alone, to do any and
all things in connection with such managing, servicing, administration and
collection that it may deem necessary or desirable. Without limiting the
generality of the foregoing, the servicer shall be authorized and empowered to
execute and deliver, on behalf of itself, each trust, the trustees, the related
securityholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Receivables and the Financed
Vehicles. The servicer is authorized to commence, in its own name or in the name
of the related trust, a legal proceeding to enforce a defaulted Receivable or to
commence or participate in a legal proceeding (including without limitation a
bankruptcy proceeding) relating to or involving a Receivable, including a
defaulted Receivable. If the servicer commences or participates in such a legal
proceeding in its own name, the related trust will be deemed to have
automatically assigned, solely for the purpose of collection on behalf of the
party retaining an interest in such Receivable, such Receivable and the other
related property of the trust with respect to such Receivable to the servicer
for purposes of commencing or participating in any such proceeding as a party or
claimant. The servicer is also authorized and empowered under each sale and
servicing agreement to execute and deliver in the servicer's name any notices,
demands, claims, complaints, responses, affidavits or other documents or
instruments in connection with any such proceeding. If in any enforcement suit
or legal proceeding it shall be held that the servicer may not enforce a
Receivable on the grounds that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the owner trustee on behalf of the
related trust shall, at the servicer's expense and written direction, take steps
to enforce such Receivable, including bring suit in its name or the name of the
trust, the indenture trustee, the related noteholders or the related
certificateholders. The owner trustee on behalf of the related trust is required
to furnish the servicer with any powers of attorney and other documents and take
any other steps which the servicer may deem necessary or appropriate to enable
the servicer to carry out its servicing and administrative duties under the sale
and servicing agreement.

     The servicer will make reasonable efforts to collect all payments due with
respect to the Receivables held by any trust and will, consistent with the
related sale and servicing agreement, follow the collection procedures it
follows with respect to comparable motor vehicle retail installment sale
contracts it services for itself and others.

     The servicer will be authorized to grant certain rebates, adjustments or
extensions with respect to a Receivable. However, if any modification of a
Receivable extends the maturity of a Receivable beyond the final scheduled
maturity date of the last maturing security issued by the trust, as set forth in
the applicable prospectus supplement, the servicer will be obligated to purchase
the Receivable as described below.


                                       56



     In addition, the servicer will covenant that, except as otherwise
contemplated in the related agreement (including the provisions in the
immediately two preceding paragraphs):

     o    it will not release any Financed Vehicle from the security interest
          granted in the related Receivable;

     o    it will do nothing to impair the rights of the securityholders in the
          Receivables;

     o    it will not alter the APR of any Receivable;

     o    it will not modify the number of payments under a Receivable or the
          maturity of a Receivable beyond the final scheduled maturity date of
          the last maturing security issued by the trust unless it is making
          advances corresponding to reduction in Scheduled Payments as described
          above; and

     o    it will not alter the amount financed under a Receivable.

The servicer or the owner trustee shall inform the other party and the indenture
trustee promptly upon the discovery of any breach by the servicer of the above
obligations that would materially and adversely affect any Receivable. Unless
the breach is cured by the last day of the second collection period following
the discovery (or, if the servicer so elects, the last day of the first
collection period following the discovery), the servicer is required to purchase
any such ADMINISTRATIVE RECEIVABLE materially and adversely affected by the
breach from the trust at a price equal to the ADMINISTRATIVE PURCHASE PAYMENT
for that Receivable. Upon the purchase of any Administrative Receivable, the
servicer will, for all purposes of the related sale and servicing agreement, be
deemed to have released all claims for the reimbursement of outstanding
Precomputed Advances and Simple Interest Receivables (collectively, "ADVANCES")
made in respect of that Administrative Receivable. This purchase obligation will
constitute the sole remedy available to the securityholders or the trustees for
any uncured breach by the servicer.

     If the servicer determines that eventual payment in full of a Receivable is
unlikely, the servicer will follow its normal practices and procedures to
recover all amounts due upon that Receivable, including repossessing and
disposing of the related Financed Vehicle at a public or private sale, or taking
any other action permitted by applicable law. We refer you to "Certain Legal
Aspects of the Receivables" in this prospectus.

INSURANCE ON FINANCED VEHICLES

     Each Receivable requires the related Obligor to maintain specific levels
and types of insurance coverage to protect the Financed Vehicle against losses.
The originator requires evidence of insurance coverage by the Obligors at the
time of origination of the Receivables, but performs no verification of
continued coverage after origination. The originator will not be obligated to
make payments to the trust for any loss as to which third party insurance has
not been maintained, except to the extent of its obligations under the related
purchase agreement. Since the Obligors may select their own insurers to provide
the requisite coverage, the specific terms of their policies may vary. The
servicer will not be required to monitor the maintenance of insurance. A failure
by an Obligor to maintain physical damage insurance will constitute a default
under the related Receivable. We refer you to "The Receivables--Underwriting of
Motor Vehicle Loans" in this prospectus. In the event that the Obligor fails to
maintain any required insurance and this failure results in a shortfall in
amounts to be distributed to securityholders which is not covered by amounts on
deposit in the reserve fund or by subordination of payments on the certificates
to the extent described in this prospectus, the related securityholders could
suffer a loss on their investment.

COLLECTIONS

     The servicer maintains three bank accounts into which payments from
Obligors on the Receivables, obligors on retail installment sale contracts
similar to the Receivables and obligors on automobile lease contracts are
deposited upon receipt by the servicer. Payments received are deposited into the
accounts based on the type and manner in which such payment is received:


                                       57



payments made by check or electronic debit are deposited into one of two lockbox
accounts and all other payments, including prepayments in full, are deposited
into the third account. Funds on deposit in all three accounts are transferred
to a fourth operating account from which all sums representing payments on the
related Receivables are remitted to the related collection account on a monthly
basis.

     With respect to each trust, the servicer will deposit all payments on
Receivables received from Obligors and all proceeds of Receivables collected
during the collection period specified in the applicable prospectus supplement
into the collection account not later than two business days after receipt.
However, so long as AHFC is the servicer, if each condition to making monthly
deposits as may be required by the related sale and servicing agreement
(including, the satisfaction of specified ratings criteria by AHFC and the
absence of any Servicer Default) is satisfied, the servicer may retain these
amounts until the business day immediately preceding the related payment date.
The servicer will be entitled to withhold, or to be reimbursed from amounts
otherwise payable into or on deposit in the collection account, amounts
previously deposited in the collection account but later determined to have
resulted from mistaken deposits or postings. Except in some circumstances
described in the related sale and servicing agreement, pending deposit into the
collection account, collections may be employed by the servicer at its own risk
and for its own benefit and will not be segregated from its own funds.

     The servicer or the depositor, as the case may be, will remit the aggregate
Warranty Purchase Payments and Administrative Purchase Payments of Receivables
to be purchased from the trust to the collection account on the business day
immediately preceding the related payment date.

     If the servicer were unable to remit the funds as described above,
securityholders might incur a loss. To the extent set forth in the applicable
prospectus supplement, the servicer may, in order to satisfy the requirements
described above, obtain a letter of credit or other security for the benefit of
the related trust to secure timely remittances of collections on the related
Receivables and payment of the aggregate Warranty Purchase Payments and
Administrative Purchase Payments with respect to Receivables required to be
repurchased by the depositor or the servicer, as applicable.

     Collections on or in respect of a Receivable made during a collection
period (including Warranty Purchase Payments and Administrative Purchase
Payments) which are not late fees, extension fees or certain other similar fees
or charges will be applied first to any outstanding Advances made by the
servicer with respect to the Receivable, and then to the related Scheduled
Payment. Any collections on or in respect of a Receivable remaining after those
applications will be considered an excess payment. Excess payments constituting
a prepayment in full of Precomputed Receivables and any excess payments relating
to Simple Interest Receivables will be applied as a prepayment in respect of the
Receivable. All other excess payments in respect of Precomputed Receivables will
be held by the servicer (or if the servicer has not satisfied particular
requirements, deposited in the payahead account), as a Payment Ahead.

ADVANCES

     Unless otherwise provided in the related prospectus supplement, if the
Scheduled Payment due on a Precomputed Receivable (other than an Administrative
Receivable or a Warranty Receivable) is not received in full by the end of the
month in which it is due, whether as the result of any extension granted to the
Obligor or otherwise, the amount of Payments Ahead, if any, not previously
applied with respect to the Precomputed Receivable, shall be applied by the
servicer to the extent of the shortfall and the Payments Ahead shall be reduced
accordingly. If any shortfall remains, the servicer will make an PRECOMPUTED
ADVANCE to the trust in an amount equal to the shortfall. The servicer will not
be obligated to make a Precomputed Advance to the extent that it determines, in
its sole discretion, that the Precomputed Advance will not be recovered from
subsequent collections on or in respect of the related Precomputed Receivable.
All Precomputed Advances shall be reimbursable to the servicer, without
interest, if and when a payment relating to a Receivable with respect to which a
Precomputed Advance has previously been made is subsequently received (other
than from Administrative Purchase Payments). Upon the determination by the
servicer that reimbursement from the preceding source is unlikely, it will be
entitled to recover unreimbursed Precomputed Advances from collections on or in
respect of other Receivables.


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     In addition, if the Scheduled Payment on a Simple Interest Receivable
(other than an Administrative Receivable or a Warranty Receivable) is not
received in full by the end of the month in which it is due, the servicer shall,
subject to the limitations set forth below, make a SIMPLE INTEREST ADVANCE to
the trust in an amount with respect to the Simple Interest Receivable equal to
the product of the Principal Balance of the Simple Interest Receivable as of the
first day of the related collection period and one-twelfth of its APR minus the
amount of interest actually received on the Simple Interest Receivable during
the related collection period. If a calculation results in a negative number, an
amount equal to such negative amount shall be paid to the servicer in
reimbursement of outstanding Simple Interest Advances. In addition, in the event
that a Simple Interest Receivable becomes a liquidated Receivable, the amount of
accrued and unpaid interest thereon (but not including interest for the current
collection period) shall, up to the amount of all outstanding Simple Interest
Advances in respect thereof, be withdrawn from the related collection account
and paid to the servicer in reimbursement of the outstanding Simple Interest
Advances. No advances of principal will be made with respect to Simple Interest
Receivables. The servicer will not be obligated to make a Simple Interest
Advance (other than in respect of an interest shortfall arising from the
prepayment of a Simple Interest Receivable) to the extent that it determines, in
its sole discretion, that Simple Interest Advance will not be recovered from
subsequent collections on or in respect of the related Simple Interest
Receivable.

     The servicer will make all Advances by depositing into the related
collection account an amount equal to the aggregate of the Precomputed Advances
and Simple Interest Advances due in respect of a collection period on the
business day immediately preceding the related Payment Date. The related
prospectus supplement will set forth the provisions to be contained in the
related sale and servicing agreement regarding the applicable dates when
Advances must be deposited into to the related collection account.

SERVICING COMPENSATION

     Unless otherwise provided in the applicable prospectus supplement, the
servicer will be entitled to receive as compensation for services rendered an
amount equal to the aggregate Principal Balance of the Receivables as of the
first day of the related collection period multiplied by the applicable
SERVICING FEE RATE (which we refer to in this prospectus as the "BASE SERVICING
FEE") for each collection period. The Base Servicing Fee (together with any
portion of the Base Servicing Fee that remains unpaid from prior payment dates)
will be paid solely to the extent of amounts available for that purpose as set
forth in the applicable prospectus supplement. However, the Base Servicing Fee
will be paid prior to the payment of available amounts to the noteholders or the
certificateholders of the given series.

     Unless otherwise provided in the applicable prospectus supplement, the
servicer will also be entitled to collect and retain any late fees, prepayment
charges and other administrative fees or similar charges allowed by applicable
law with respect to the related Receivables and any interest earned during a
collection period from the investment of monies in the collection account as a
SUPPLEMENTAL SERVICING FEE. Payments by or on behalf of Obligors will be
allocated to scheduled payments and late fees and other charges in accordance
with the servicer's normal practices and procedures. In addition, the servicer
will be entitled to reimbursement from any given trust for specified
liabilities. The servicer will be paid the Base Servicing Fee for each
collection period on the payment date related to that collection period prior to
the payment of interest on any class of notes or certificates. However, if each
rating agency for a series of notes or certificates confirms that it will not
reduce the rating of any class of notes or certificates in that series, as the
case may be, the Base Servicing Fee in respect of a collection period (together
with any portion of the Base Servicing Fee that remains unpaid from the prior
payment dates) will be paid at the beginning of that collection period out of
collections of interest on the related Receivables.

     The Base Servicing Fee and the Supplemental Servicing Fee (collectively,
the "TOTAL SERVICING FEE") will compensate the servicer for performing the
functions of a third party servicer of motor vehicle receivables as an agent for
the beneficial owner of those Receivables, including collecting and posting all
payments, responding to inquiries of Obligors on the Receivables, investigating


                                       59



delinquencies, sending payment statements to Obligors, reporting tax information
to Obligors, paying costs of collections and policing the collateral. The Total
Servicing Fee also will compensate the servicer for administering the particular
pool of Receivables, including making Advances, accounting for collections and
furnishing monthly statements to the related owner trustee and indenture trustee
with respect to payments. The Total Servicing Fee also will reimburse the
servicer for specified taxes, accounting fees, outside auditor fees, data
processing costs and other costs incurred in connection with administering the
applicable pool of Receivables.

DISTRIBUTIONS ON THE SECURITIES

     With respect to each series of securities, beginning on the payment date
specified in the applicable prospectus supplement, payments of principal of and
interest (or, where applicable, of principal or interest only) on each class of
those securities entitled thereto will be made by the applicable indenture
trustee to the noteholders and by the applicable owner trustee to the
certificateholders of that series. The timing, calculation, allocation, order,
source, priorities of and requirements for all payments to each class of
noteholders and all payments to each class of certificateholders of that series
will be set forth in the applicable prospectus supplement.

     With respect to each trust, on each Payment Date, collections on the
related Receivables will be withdrawn by the indenture trustee, based solely
upon information to be provided by the servicer, from the related collection
account and will be paid to the noteholders and/or certificateholders to the
extent provided in the applicable prospectus supplement. Credit enhancement,
such as a reserve fund and yield supplement account, may be available to cover
any shortfalls in the amount available for payment to the securityholders on
that date to the extent specified in the applicable prospectus supplement. As
more fully described in the applicable prospectus supplement:

     o    payments of principal of a class of securities of a given series will
          be subordinate to payments of interest on that class;

     o    payments in respect of one or more classes of certificates of that
          series may be subordinate to payments in respect of notes, if any, of
          that series or other classes of certificates of that series; and

     o    payments in respect of one or more classes of notes of that series may
          be subordinated to payments in respect of other classes of notes of
          that series.

CREDIT AND CASH FLOW ENHANCEMENT

     The amounts and types of credit and cash flow enhancement arrangements and
the applicable provider, with respect to each class of securities of a given
series, if any, will be set forth in the applicable prospectus supplement. If
and to the extent provided in the applicable prospectus supplement, credit and
cash flow enhancement may be in the form of subordination of one or more classes
of securities, reserve funds, yield supplement accounts, over-collateralization,
letters of credit, credit or liquidity facilities, surety bonds, guaranteed
investment contracts, currency or interest rate swap agreements, yield
supplement agreements, or any combination of the foregoing. If specified in the
applicable prospectus supplement, credit or cash flow enhancement for a class of
securities may cover one or more other classes of securities of the same series,
and credit or cash flow enhancement for a series of securities may cover one or
more other series of securities.

     The presence of a reserve fund and other forms of credit enhancement for
the benefit of any class or series of securities is intended to enhance the
likelihood of receipt by the securityholders of that class or series of the full
amount of principal and interest due on those securities and to decrease the
likelihood that that securityholders will experience losses. Credit or cash flow
enhancement for a class or series of securities will not provide protection
against all risks of loss and will not guarantee repayment of the entire
principal of and interest on those securities. If losses occur which exceed the
amount covered by any credit enhancement or which are not covered by any credit
enhancement, securityholders of any class or series will bear their allocable
share of deficiencies, as described in the applicable prospectus supplement. In
addition, if a form of credit enhancement covers more than one


                                       60



class or series of securities, securityholders of any of that class or series
will be subject to the risk that that credit enhancement will be exhausted by
the claims of securityholders of other classes or series.

     Reserve Fund. If provided in the applicable prospectus supplement and
pursuant to the related sale and servicing agreement, the depositor or a third
party will establish for a series or class of securities an account, as
specified in the applicable prospectus supplement, to be designated as a reserve
fund, which will be maintained with the related owner trustee or indenture
trustee, as applicable. Unless otherwise specified in the prospectus supplement,
the reserve fund will be funded by an initial deposit by the depositor or a
third party on the Closing Date in the amount set forth in the applicable
prospectus supplement. To the extent provided in the applicable prospectus
supplement, the amount on deposit in the reserve fund will be increased on each
payment date thereafter up to the specified reserve fund balance, to be set
forth in the applicable prospectus supplement, by the deposit in the reserve
fund of the amount of collections on the related Receivables remaining on each
payment date after all specified payments on that date are made. The applicable
prospectus supplement will describe the circumstances and manner under which
payments may be made out of the reserve fund, either to holders of the
securities covered by that prospectus supplement or to the depositor or a third
party. Monies on deposit in the reserve fund may be invested in Eligible
Investments under the circumstances and in the manner described in the related
sale and servicing agreement.

     Yield Supplement Account. A yield supplement account may be established
with respect to any class or series of securities. The terms relating to any of
yield supplement account will be set forth in the applicable prospectus
supplement. Each yield supplement account will be designed to hold funds to be
applied by the related owner trustee or, if that trust issues notes, the related
indenture trustee, to provide payments to securityholders in respect of
Receivables that have APRs less than the applicable REQUIRED RATE. Unless
otherwise specified in the applicable prospectus supplement, each yield
supplement account will be maintained with the same entity with which the
related collection account is maintained and will be created on the related
closing date with an initial deposit in an amount and by the depositor or other
person specified in the applicable prospectus supplement.

     On each payment date, the related owner trustee or indenture trustee, as
applicable, will transfer to the collection account from monies on deposit in
the yield supplement account the applicable YIELD SUPPLEMENT DEPOSIT specified
in the applicable prospectus supplement in respect of the Receivables having
APRs less than the Required Rate for that payment date. Unless otherwise
specified in the applicable prospectus supplement, amounts on deposit on any
payment date in the yield supplement account in excess of the REQUIRED YIELD
SUPPLEMENT AMOUNT specified in the applicable prospectus supplement, after
giving effect to all payments to be made on that payment date, will be released
to the depositor. The depositor or other person specified in the applicable
prospectus supplement will not have any obligation after the related closing
date to deposit any amounts into the yield supplement account after the related
closing date even if the amount on deposit in that account is less than the
Required Yield Supplement Amount for any Payment Date. Monies on deposit in the
yield supplement account may be invested in Eligible Investments under the
circumstances and in the manner described in the related sale and servicing
agreement or trust agreement.

     Yield Supplement Overcollateralization. In lieu of, or in addition to, a
yield supplement account, the related prospectus supplement may provide that a
specified percentage of pool overcollaterlization will be created on the related
closing date to provide credit enhancement to compensate for low APRs on certain
of the Receivables. The related prospectus supplement will set forth a schedule
providing for the planned amortization of this required overcollateralization
and the formula upon which such schedule was calculated.

     Surety Bond. The prospectus supplement may provide that the trust enter
into agreements with an insurer such that the insurer may guarantee payments of
principal and/or interest on the securities. If, on the date so specified in the
prospectus supplement, the amount on deposit in the collection account after
giving effect to all amounts deposited to or payable from a payahead account, a
prefunding account or a capitalized interest agreement with respect to the
related payment date, is less than the sum of the Base Servicing Fee, and
amounts due to securityholders on the related


                                       61



payment date, the applicable trustee by delivering a notice to the insurer shall
demand payment under the surety bond in an amount equal to the deficiency. The
applicable prospectus supplement will describe the circumstances and manner
under which payments may be made under the surety bond, either to
securityholders, or the owner trustee or the indenture trustee, as the case may
be. The related prospectus supplement will set forth the material provisions of
each such surety bond and will contain certain information regarding each
insurer. In addition, the related prospectus supplement will set forth all other
information (including financial information pertaining to the insurer, to the
extent required) as set forth in Regulation AB Items 1114(a) and (b).

     Cash Collateral Account. The prospectus supplement may provide that upon
the occurrence of an Event of Default or a Servicer Default, a segregated cash
collateral account may be established as security for the servicer's obligations
under the sale and servicing agreement.

     Derivative Agreements. If specified in a related prospectus supplement, a
trust may enter into one or more swap agreements to reduce its exposure to
currency and/or interest rate risks or to offset basis risk between receivables
that pay based on one index and securities that pay based on a different index.
Each trust may also purchase an interest rate cap agreement to protect against
interest rate risks. In addition, and if specified and described in the related
prospectus supplement, the related trust may enter into derivative agreements
that can take the form of a currency swap agreement or an interest rate floor
agreement. Each such swap, floor or cap agreement will be entered into with a
counterparty acceptable to the rating agencies and will contain such terms as
are usual and customary for derivative transactions of these type. The related
prospectus supplement will set forth the material provisions of each such swap,
floor or cap agreement and will contain certain information regarding each
counterparty. In addition, the related prospectus supplement will set forth the
"significance estimate" and "significance percentage" of such derivative
agreement and all other information (including financial information pertaining
to the counterparty, to the extent required) as set forth in Regulation AB Items
1115(a) and (b).

NET DEPOSITS

     As an administrative convenience, as long as specified conditions are
satisfied, the servicer will be permitted to make the deposit of collections,
aggregate Advances and Administrative Purchase Payments for any trust for or
with respect to the related collection period net of payments to be made to the
servicer with respect to that collection period. The servicer may cause to be
made a single, net transfer to the collection account. The servicer, however,
will account to the owner trustee, any indenture trustee, the noteholders, if
any, and the certificateholders with respect to each trust as if all deposits,
payments and transfers were made individually. With respect to any trust that
issues both certificates and notes, if the related payment dates are not the
same for all classes of securities, all distributions, deposits or other
remittances made on a payment date will be treated as having been distributed,
deposited or remitted on the same payment date for the applicable collection
period for purposes of determining other amounts required to be distributed,
deposited or otherwise remitted on a payment date.

STATEMENTS TO TRUSTEES AND THE TRUST

     On a date to be specified in the applicable prospectus supplement, which
shall be prior to each payment date, the servicer will provide to the applicable
indenture trustee, if any, and the applicable owner trustee a statement setting
forth with respect to a series of securities substantially the same information
that is required to be provided in the periodic reports provided to
securityholders of that series described under "--Statements to Securityholders"
below.

STATEMENTS TO SECURITYHOLDERS

     With respect to each series of securities that includes notes, prior to
each payment date, the servicer will prepare and provide to the related
indenture trustee a statement to be delivered to the related noteholders on that
payment date. In addition, prior to each payment date, the servicer will prepare
and provide to the related owner trustee of each trust, a statement to be
delivered to the


                                       62



certificateholders. Each statement to be delivered to securityholders will
include (among other items and to the extent applicable) the following
information (together with any other information so specified in the applicable
prospectus supplement) as to the notes of that series and as to the certificates
of that series with respect to that payment date:

     o    the amount of the payment allocable to the principal amount of each
          class of those notes and to the Certificate Balance of each class of
          those certificates;

     o    the amount of the payment allocable to interest on each class of
          securities of that series;

     o    the amount of the distribution allocable to the Yield Supplement
          Deposit, if any;

     o    the number of and the aggregate Principal Balance of the Receivables
          as of the close of business on the first day and last day of the
          related collection period after giving effect to payments allocated to
          principal reported under the first bullet point above;

     o    the amount of the Total Servicing Fee paid to the servicer with
          respect to the related collection period;

     o    the Interest Rate or Pass Through Rate for the Interest Period
          relating to the succeeding Payment Date for any class of notes or
          certificates of that series with variable or adjustable rates;

     o    the NOTEHOLDERS' INTEREST CARRYOVER SHORTFALL, the NOTEHOLDERS'
          PRINCIPAL CARRYOVER SHORTFALL, the CERTIFICATEHOLDERS' INTEREST
          CARRYOVER SHORTFALL and the CERTIFICATEHOLDERS' PRINCIPAL CARRYOVER
          SHORTFALL (each as defined in the applicable prospectus supplement),
          if any, in each case as applicable to each class of securities;

     o    the note pool factor for each class of those notes, and the
          Certificate Balance and the certificate pool factor for each class of
          those certificates, each after giving effect to all payments reported
          under the first bullet point above on that date;

     o    the amount of non-recoverable Advances on that Payment Date;

     o    the balance of any related reserve fund on that date, after giving
          effect to changes thereto on that date and the amount of those
          changes;

     o    the amount of fees and expenses to be paid by the applicable trust to
          each trustee, if not directly paid by the administrator;

     o    the AVAILABLE AMOUNTS (as that term is defined in the prospectus
          supplement);

     o    the amount available under the servicer's letter of credit, surety
          bond or insurance policy, as provided in the sale and servicing
          agreement, if any, and the amount as a percentage of the aggregate
          principal balance of the Receivables of the last day of that
          collection period;

     o    amounts, if any, on deposit in the prefunding account and the amount
          withdrawn from the prefunding account since the previous payment date
          to purchase additional Receivables;

     o    amounts, if any, on deposit in the yield supplement account after
          giving effect to changes thereto on that date and the amount of those
          changes;

     o    payments to and from third party credit enhancement providers, if any;

     o    the applicable record date, determination date, accrual period and
          payment date for each class of securities of that series;

     o    the pool characteristics as of the last day of the related collection
          period, including, but not limited to, the weighted average Interest
          Rate and weighted average remaining term to maturity;

     o    delinquency and loss information for the related collection period;
          and

     o    any addition or removal of Receivables in connection with a prefunding
          or revolving period (and, in the case of additions, any material
          changes in the solicitation, credit-granting, underwriting,
          origination, acquisition or pool selection criteria or procedures, as
          applicable, used to originate, acquire or select the new receivables).


                                       63



     Each amount set forth in the first, second, fifth and seventh bullet points
above will be expressed in the aggregate and as a dollar amount per $1,000 of
the original principal amount of each class of notes or the original Certificate
Balance of each class of certificates, as the case may be.

     Copies of the statements may be obtained by the securityholders by
delivering a request in writing addressed to the applicable trustee at its
address set forth in the applicable prospectus supplement.

     Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of each trust, the applicable trustee
will make available to each person who at any time during that calendar year has
been a securityholder with respect to that trust and received any payment a
statement containing information for the purposes of that securityholder's
preparation of federal income tax returns. We refer you to "Material Income Tax
Consequences" in this prospectus.

EVIDENCE AS TO COMPLIANCE

     Each sale and servicing agreement will provide that, for so long as the
relevant trust is required to file periodic reports under the Exchange Act or
any other securities law, a firm of independent public accountants will furnish
to the related trust and indenture trustee and/or owner trustee, as applicable,
annually a statement as to compliance in all material respects by the servicer
during the preceding twelve months (or, in the case of the first statement, from
the applicable closing date, which may be longer than twelve months) with
specified standards relating to the servicing of the applicable Receivables.

     Each sale and servicing agreement will also provide for delivery to the
related trust and indenture trustee or owner trustee, as applicable,
substantially simultaneously with the delivery of those accountants' statement
referred to above, of a certificate signed by an officer of the servicer stating
that the servicer has fulfilled its obligations under the sale and servicing
agreement throughout the preceding twelve months (or, in the case of the first
certificate, from the closing date) in all material respects or, if there has
been a default in the fulfillment of any obligation, describing each default.
The servicer has agreed to give each indenture trustee and each owner trustee
notice of specified Servicer Defaults under the related sale and servicing
agreement.

     Copies of the statements and certificates may be obtained by
securityholders by a request in writing addressed to the applicable trustee.

CERTAIN MATTERS REGARDING THE SERVICER

     Each sale and servicing agreement will provide that AHFC may not resign
from its obligations and duties as servicer under those documents, except upon
AHFC's determination that its performance of those duties is no longer
permissible under applicable law. No resignation will become effective until a
successor servicer (which may be the related indenture trustee or owner trustee,
as applicable) has assumed AHFC's servicing obligations and duties under the
related sale and servicing agreement.

     Each sale and servicing agreement will further provide that neither the
servicer nor any of its directors, officers, employees or agents will be under
any liability to the related trust or the related noteholders or
certificateholders for taking any action or for refraining from taking any
action pursuant to the related sale and servicing agreement or for errors in
judgment; except that neither the servicer nor any person will be protected
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of the servicer's duties
under that document or by reason of reckless disregard of its obligations and
duties under that document. In addition, each sale and servicing agreement will
provide that the servicer is not obligated to appear in, prosecute or defend any
legal action that is not incidental to the servicer's servicing responsibilities
under the related sale and servicing agreement and that, in its opinion, may
cause it to incur any expense or liability. The servicer may, however, undertake
any reasonable action that it may deem necessary or desirable in respect of the
related sale and servicing agreement, the rights and duties of


                                       64



the parties thereto and the interests of the securityholders under the
applicable agreement. In that event, the legal expenses and costs of that action
and any liability resulting therefrom will be expenses, costs and liabilities of
the servicer, and the servicer will not be entitled to be reimbursed therefor.

     Under the circumstances specified in each sale and servicing agreement, any
entity into which the servicer may be merged or consolidated, or any entity
resulting from any merger or consolidation to which the servicer is a party, or
any entity succeeding to all or substantially all of the business of the
servicer will be the successor of the servicer under the related sale and
servicing agreement.

     The related prospectus supplement will set forth the provisions to be
contained in the related sale and servicing agreement regarding how transition
expenses will be funded.

SERVICER DEFAULT

     Except as otherwise provided in the related prospectus supplement, a
SERVICER DEFAULT under each sale and servicing agreement will consist of the
following:

     o    any failure by the servicer to deposit in or credit to any Account any
          required payment or make the required payments therefrom and that
          failure continues unremedied for three business days after discovery
          thereof by the servicer or after the giving of written notice of the
          failure to (a) the servicer by the trustee or the indenture trustee,
          as applicable or (b) the servicer and the trustee or the indenture
          trustee, as applicable, of written notice of the failure from not less
          than 25% of the voting interests of the most senior class of
          securities then outstanding;

     o    any failure by the servicer (or the depositor, as long as AHFC is the
          servicer) to duly observe or perform in any material respect any other
          covenants or agreements in the sale and servicing agreement, which
          failure materially and adversely affects the rights of the
          securityholders, and which failure continues unremedied for 90 days
          after the giving of written notice of the failure to (a) the servicer
          or the depositor, as the case may be, by the trustee or the indenture
          trustee, as applicable, or (b) the servicer or the depositor, as the
          case may be, and the trustee or the indenture trustee by the holders
          of not less than 25% of the voting interests of the most senior class
          of securities then outstanding;

     o    the occurrence of an INSOLVENCY EVENT with respect to the servicer;
          and

     o    any failure by the servicer to deliver any certification, report,
          attestation or accountant's letter as required by each sale and
          servicing agreement (which failure remains unremedied for ten calender
          days).

RIGHTS UPON SERVICER DEFAULT

     In the case of any trust that has issued notes, unless otherwise provided
in the related prospectus supplement, so long as a Servicer Default (other than
as set forth in the fourth bullet point above) under a sale and servicing
agreement remains unremedied, the related indenture trustee or holders of notes
of the related series evidencing not less than 25% of the principal amount of
the most senior class of notes then outstanding may terminate all the rights and
obligations of the servicer under the sale and servicing agreement, and at that
time the indenture trustee or a successor servicer appointed by the indenture
trustee will succeed to all the responsibilities, duties and liabilities of the
servicer under the sale and servicing agreement and will be entitled to similar
compensation arrangements. In the case of any trust that has not issued notes,
or the notes have been discharged in accordance with their terms, unless
otherwise provided in the related prospectus supplement, as long as a Servicer
Default (other than as set forth in the fourth bullet point above) under the
related sale and servicing agreement remains unremedied, the related owner
trustee or holders of certificates of the related series evidencing not less
than 25% of the principal amount of the certificates then outstanding (but
excluding for purposes of that calculation and action all certificates held by
the depositor, the servicer or any of their affiliates), acting together as a
single class, may terminate all the rights and obligations


                                       65



of the servicer under the related sale and servicing agreement, and at that time
the owner trustee or a successor servicer appointed by the owner trustee will
succeed to all the responsibilities, duties and liabilities of the servicer in
its capacity under the sale and servicing agreement and will be entitled to
similar compensation arrangements. If a Servicer Default set forth in the fourth
bullet point above occurs, the issuing entity shall be entitled to terminate the
servicer, under the circumstances set forth in the related sale and servicing
agreement.

     However, if the servicer becomes a debtor in bankruptcy or, if not eligible
to be a debtor in bankruptcy, becomes the subject of insolvency proceedings, and
no Servicer Default other than the commencement of bankruptcy or insolvency
proceedings has occurred, that indenture trustee, those noteholders, that
trustee or those certificateholders, as applicable, may not be able to effect a
transfer of servicing as described above. If the indenture trustee or owner
trustee is unwilling or unable to so act, it may appoint, or petition a court of
competent jurisdiction for the appointment of, a successor servicer with a net
worth of at least $50,000,000 and whose regular business includes the servicing
of motor vehicle and motorcycle receivables. The related indenture trustee or
owner trustee, or any person appointed as successor servicer, will be the
successor in all respects to the predecessor servicer under the related sale and
servicing agreement and all references in the related sale and servicing
agreement to the servicer shall apply to that successor servicer. The related
indenture trustee or owner trustee may make arrangements for compensation to be
paid, but the compensation for the successor servicer may not be greater than
the Total Servicing Fee under the related sale and servicing agreement.
Notwithstanding termination, the servicer will be entitled to payment of
specified amounts payable to it prior to the termination for services it
rendered prior to the termination. Upon payment in full of the principal of and
interest on the notes, the certificateholders will succeed to the rights of the
noteholders with respect to removal of the servicer.

WAIVER OF PAST DEFAULTS

     With respect to each trust that has issued notes, unless otherwise provided
in the applicable prospectus supplement, (1) the holders of not less than a
majority of the most senior class of securities then outstanding or (2) in the
case of any Servicer Default that does not adversely affect the related
indenture trustee or the related noteholders, the holders of certificates of
that series (or relevant class or classes of certificates of the series)
evidencing a majority of the aggregate Certificate Balance of those certificates
then outstanding (but excluding for purposes of calculation and action all
certificates held by the depositor, the servicer or any of their affiliates),
may, on behalf of all those noteholders or certificateholders, waive any default
by the servicer in the performance of its obligations under the related sale and
servicing agreement and its consequences, except a Servicer Default in making
any required deposits to the related collection account in accordance with that
sale and servicing agreement. With respect to each trust that has not issued
notes, holders of certificates of that series evidencing a majority of the
aggregate Certificate Balance of those certificates then outstanding (or
relevant class or classes of certificates but excluding for purposes of
calculation and action all certificates held by the depositor, the servicer or
any of their affiliates), may, on behalf of all those certificateholders, waive
any default by the servicer in the performance of its obligations under the
related sale and servicing agreement, except a Servicer Default in making any
required deposits to the related collection account in accordance with the
related sale and servicing agreement. No waiver will impair those noteholders'
or certificateholders' rights with respect to subsequent defaults.

AMENDMENT

     Unless otherwise provided in the related prospectus supplement, each of the
Transfer and Servicing Agreements may be amended by the parties to the related
agreements, without the consent of the related noteholders or certificateholders
(1) to cure any ambiguity, correct or supplement any provision in the related
Transfer and Servicing Agreement that may be inconsistent with any other
provision in that agreement, or make any other provisions with respect to
matters or questions arising under that agreement that are not inconsistent with
the provisions of that agreement or (2) to change the formula for amounts
required to be on deposit in a reserve fund, the remittance schedule for
deposits to Accounts and the requirements to allow the servicer to remit funds
monthly provided that


                                       66



the amendment will not materially and adversely affect the interest of any
noteholder or certificateholder, in the case of amendments pursuant to clause
(1) above, as evidenced by an opinion of counsel and in the case of amendments
pursuant to clause (2) above, letters from the rating agencies that the
amendment will not result in a downgrade of any notes.

     Each of the Transfer and Servicing Agreements may also be amended by the
parties to the related agreement thereto with the consent of:

     o    the holders of notes evidencing a majority of the principal amount of
          the then outstanding notes, if any, of the related series (or relevant
          class or classes of notes of the series); and

     o    the holders of the certificates of that series evidencing a majority
          of the outstanding Certificate Balance (or relevant class or classes
          of certificates of the series, but excluding for purposes of
          calculation and action all certificates held by the depositor, the
          servicer or any of their affiliates), for the purpose of adding any
          provisions to or changing in any manner or eliminating any of the
          provisions of the related Transfer and Servicing Agreement or of
          modifying in any manner the rights of those noteholders or
          certificateholders.

     No amendment of a Transfer and Servicing Agreement, however, shall:

     o    increase or reduce in any manner the amount of, or accelerate or delay
          the timing of, collections of payments on the related Receivables or
          distributions that are required to be made for the benefit of those
          noteholders or certificateholders without the consent of each of the
          "adversely affected" noteholder or certificateholder; or

     o    reduce the aforesaid percentage of the principal amount of the then
          outstanding notes or certificates of that series which is required to
          consent to any amendment, without the consent of the holders of all
          the then outstanding notes or certificates of each affected class.

LIST OF SECURITYHOLDERS

     Three or more holders of the certificates of any class in a series or one
or more holders of those certificates of that class evidencing not less than 51%
of the Certificate Balance of those certificates may, by written request to the
related trustee, obtain access to the list of all certificateholders maintained
by that trustee for the purpose of communicating with other certificateholders
with respect to their rights under the related trust agreement or under those
certificates.

     No Transfer and Servicing Agreement will provide for the holding of annual
or other meetings of securityholders.

INSOLVENCY EVENT

     Each trust agreement will provide that the related owner trustee does not
have the power to commence a voluntary proceeding in bankruptcy with respect to
the related trust without the unanimous prior approval of all certificateholders
(including the depositor) of that trust and the delivery to that owner trustee
by each certificateholder (including the depositor) of a certificate certifying
that that certificateholder reasonably believes that that trust is insolvent.

PAYMENT OF NOTES

     Upon the payment in full of all outstanding notes of a given series and the
satisfaction and discharge of the related indenture, the related owner trustee
will succeed to all the rights of the indenture trustee, and the
certificateholders of that series will succeed to all the rights of the
noteholders of that series, under the related sale and servicing agreement,
except as otherwise provided in the sale and servicing agreement.

TERMINATION

     The respective obligations of the depositor, the servicer, the originator
(so long as AHFC has rights or obligations under the related Transfer and
Servicing Agreement), the related owner trustee and the related indenture
trustee, as the case may be, pursuant to a Transfer and Servicing Agreement will
terminate upon the earlier of:


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     o    the maturity or other liquidation of the last Receivable and the
          disposition of any amounts received upon liquidation of any remaining
          Receivables; and

     o    the payment to securityholders of all amounts required to be paid to
          them pursuant to the related agreement; or the election by the
          servicer to purchase the corpus of the trust as described below.

     The applicable trustee will give written notice of termination to each
securityholder of record. The final distribution to any securityholder will be
made only upon surrender and cancellation of that holder's security at any
office or agency of the trustee specified in the notice of termination. Any
funds remaining in the trust, after the trustee has taken measures to locate a
securityholder set forth in the related Transfer and Servicing Agreement and
those measures have failed, will be distributed, subject to applicable law, to
the depositor.

     Unless otherwise provided in the applicable prospectus supplement, in order
to avoid excessive administrative expense, the servicer will have the option to
purchase from each trust, as of the end of any applicable collection period, if
the then outstanding aggregate principal balance of the Receivables held by that
trust is 10% or less of the aggregate principal balance of as of the related
cutoff date (plus, if specified in the related prospectus supplement, any
amounts deposited into a prefunding account on the closing date), all remaining
Receivables at a price equal to the Redemption Price.

     In addition, and only if specified in a related prospectus supplement, if
the servicer fails to effectuate the optional purchase of remaining Receivables
on the first permissible date, the indenture trustee may be required to conduct
an auction sale of such remaining assets. The mechanics and timing of any such
auction sale will be set forth in the related prospectus supplement; provided,
that, no such sale of the trust corpus will be permitted unless the indenture
trustee receives a bid at least equal to the Redemption Price.

     The related owner trustee and related indenture trustee, if any, will give
written notice of termination to each securityholder. Upon termination of any
trust, the assets of that trust will be liquidated and the proceeds from any
liquidation (and amounts held in related Accounts) will be applied to pay the
notes and the certificates of the related series in full, to the extent of
amounts available.

     As more fully described in the applicable prospectus supplement, any
outstanding notes of the related series will be redeemed concurrently with any
of the events specified above and the subsequent payment to the related
certificateholders of all amounts required to be paid to them pursuant to the
applicable trust agreement will effect early retirement of the certificates of
that series.

ADMINISTRATION AGREEMENT

     AHFC, in its capacity as administrator, will enter into an administration
agreement with each trust that issues notes and the related indenture trustee.
Under each administration agreement, the administrator will agree to perform all
the duties of the related trust and the owner trustee under the sale and
servicing agreement, the indenture, the trust agreement and the other related
agreements to which the trust is a party. The administrator will monitor the
performance of the trust and shall advise the owner trustee when action is
necessary to comply with the respective duties of such trust and the owner
trustee under such agreements. The administrator shall prepare for execution by
each trust or the owner trustee, or shall cause the preparation by other
appropriate persons of, all such documents, reports, notices, filings,
instruments, certificates and opinions that it shall be the duty of such trust
or the owner trustee to prepare, file or deliver.

     In addition, the administrator shall take (or cause to be taken) all
appropriate action that each trust or the owner trustee is required to take
pursuant to the related indenture including, among other things:

     o    the preparation of or obtaining of the documents and instruments
          required for execution and authentication of the notes and delivery of
          the same to the indenture trustee;

     o    the notification of noteholders and the rating agencies of the final
          principal payment on the notes;


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     o    the fixing or causing to be fixed of any special record date and the
          notification of the indenture trustee and noteholders with respect to
          special payment dates, if applicable and as set forth in a related
          prospectus supplement;

     o    the preparation of definitive notes in accordance with the
          instructions of the applicable clearing agency;

     o    the preparation, obtaining or filing of the instruments, opinions and
          certificates and other documents required for the release of
          collateral;

     o    the duty to cause newly appointed paying agents, if any, to deliver to
          the indenture trustee the instrument specified in the indenture
          regarding funds held in trust;

     o    the direction to the indenture trustee to deposit monies with paying
          agents, if any, other than the indenture trustee;

     o    the obtaining and preservation of each trust's qualifications to do
          business in each state where such state is required:,

     o    the preparation of all supplements and amendments to the indenture and
          all financing statements, continuation statements, instruments of
          further assurance and other instruments and the taking of such other
          action as are necessary or advisable to protect the related owner
          trust estate;

     o    the delivery of the opinion of counsel on the closing date and the
          annual delivery of opinions of counsel as to the owner trust estate,
          and the annual delivery of the officer's certificate and certain other
          statements as to compliance with the indenture;

     o    the notification of the indenture trustee and the rating agencies of
          each servicer default and, if such servicer default arises from the
          failure of the servicer to perform any of its duties or obligations
          under the servicing agreement with respect to the Receivables, the
          taking of all reasonable steps available to remedy such failure;

     o    the delivery of written notice to the indenture trustee and each
          rating agency of each event of default and each default by the
          servicer or the depositor under the sale and servicing agreement;

     o    the monitoring of the related trust's obligations as to the
          satisfaction and discharge of the indenture and the preparation of an
          officer's certificate and the obtaining of the opinion of counsel and
          the independent certificate relating thereto;

     o    the compliance with the indenture with respect to the sale of the
          owner trust estate in a commercially reasonable manner if an event of
          default shall have occurred and be continuing;

     o    the preparation of all required documents and delivery notice to
          noteholders of the removal of the indenture trustee and the
          appointment of a successor indenture trustee or the appointment of any
          co-trustee;

     o    the preparation and delivery to each noteholder such information as
          may be required to enable such holder to prepare its federal and state
          income tax returns;

     o    the preparation and, after execution by the related trust, the filing
          with the SEC, any applicable state agencies and the indenture trustee
          of documents required to be filed on a periodic basis with, and
          summaries thereof as may be required by rules and regulations
          prescribed by, the SEC and any applicable state agencies and the
          transmission of such summaries, as necessary, to the noteholders);

     o    the opening of one or more accounts in the related trust's name and
          the taking of all other actions necessary with respect to investment
          and reinvestment of funds in the accounts;

     o    the preparation of an issuer request and officer's certificate and the
          obtaining of an opinion of counsel and independent certificates, if
          necessary, for the release of all or any part of the owner trust
          estate from the lien of the indenture;


                                       69



     o    the preparation of issuer requests, the obtaining of opinions of
          counsel and the certification to the indenture trustee with respect to
          the execution of supplemental indentures and the mailing to the
          noteholders of notices with respect to such supplemental indentures;

     o    the duty to notify noteholders and the rating agencies of redemption
          of the notes or to cause the indenture trustee to provide such
          notification pursuant to an optional purchase by the servicer or an
          auction by the indenture trustee, as applicable; and

     o    the preparation and delivery of all officer's certificates, opinions
          of counsel and independent certificates with respect to any requests
          by the issuer to the indenture trustee to take any action under the
          indenture.

        In addition, and unless otherwise specified in the related prospectus
supplement, it will be the obligation of the administrator to:

     o    pay the related trustee fees for each trust;

     o    reimburse each trustee for its expenses, disbursements and advances
          incurred by each such trustee in accordance with the indenture or
          trust agreement, as applicable, except any such expense, disbursement
          or advance as may be attributable to its willful misconduct,
          negligence or bad faith; and

     o    indemnify each trustee and their respective agents for, and hold them
          harmless against, any loss, liability or expense incurred without
          negligence (with respect to the indenture trustee), or gross
          negligence (with respect to the owner trustee or the Delaware
          trustee), willful misconduct or bad faith on their part, arising out
          of or in connection with the acceptance or administration of the
          transactions contemplated by the applicable agreements, including the
          reasonable costs and expenses of defending themselves against any
          claim or liability in connection with the exercise or performance of
          any of their powers or duties thereunder.

     The foregoing obligations of the administrator with respect to the trustees
will survive the termination of the administration agreement.

     As compensation for the performance of the administrator's obligations
under the applicable administration agreement and as reimbursement for its
expenses related thereto, the administrator will be entitled to a monthly
administration fee in an amount that will be set forth in the applicable
prospectus supplement, which fee may be paid by the servicer out of the
servicing fee to the extent specified in the related prospectus supplement.

                    CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

GENERAL

     The transfer of the Receivables to the applicable trustee, the perfection
of the security interests in the Receivables and the enforcement of rights to
realize on the Financed Vehicles as collateral for the Receivables are subject
to a number of federal and state laws, including the UCC as in effect in various
states. The servicer and the depositor will take the action described below to
perfect the rights of the applicable trustee in the Receivables. If another
party purchases (including the taking of a security interest in) the Receivables
for new value in the ordinary course of its business, without actual knowledge
of the trust's interest, and takes possession of the Receivables, that purchaser
would acquire an interest in the Receivables superior to the interest of the
trust.

SECURITY INTERESTS

     General. In states in which retail installment sale contracts such as the
Receivables evidence the credit sale of motor vehicles by dealers to Obligors,
the contracts also constitute personal property security agreements and include
grants of security interests in the vehicles under the applicable UCC.

     Perfection of security interests in financed motor vehicles is generally
governed by the motor vehicle registration laws of the state in which the
vehicle is located. In most states, a security interest


                                       70



in a motor vehicle is perfected by obtaining possession of the certificate of
title to the motor vehicle or notation of the secured party's lien on the motor
vehicle's certificate of title.

     All retail installment sale contracts acquired by the originator from
Dealers name the originator as obligee or assignee and as the secured party. The
originator also takes all actions necessary under the laws of the state in which
the related Financed Vehicle is located to perfect its security interest in that
Financed Vehicle, including, where applicable, having a notation of its lien
recorded on the related certificate of title or with the applicable department
of motor vehicles and obtaining possession of that certificate of title.

     Because the originator continues to service the contracts as servicer under
the sale and servicing agreement the Obligors on the contracts will not be
notified of the sale from the originator to the depositor or the sale from the
depositor to the related trust.

     Perfection. Pursuant to the related purchase agreement, the originator will
sell and assign its security interest in the Financed Vehicles to the depositor
and, with respect to each trust, pursuant to the related sale and servicing
agreement, the depositor will assign its security interest in the Financed
Vehicles to that trust. However, because of the administrative burden and
expense, none of the originator, the depositor or the related trustee will amend
any certificate of title to identify that trust as the new secured party on that
certificate of title relating to a Financed Vehicle. However, UCC financing
statements with respect to the transfer to the depositor of the originator's
security interest in the Financed Vehicles and the transfer to the trustee of
the depositor's security interest in the Financed Vehicles will be filed with
appropriate governmental authorities. In addition, as stated above, the servicer
will continue to hold any certificates of title relating to the Financed
Vehicles in its possession as custodian for that trust pursuant to the related
sale and servicing agreement. We refer you to "Description of the Transfer and
Servicing Agreements--Sales and Assignment of Receivables."

     In most states, an assignment of contracts and interests in motor vehicles
such as that under each purchase agreement or each sale and servicing agreement
is an effective conveyance of a security interest without amendment of any lien
noted on a motor vehicle's certificate of title, and the assignee succeeds to
the assignor's rights as secured party. Although re-registration of the motor
vehicle is not necessary to convey a perfected security interest in the Financed
Vehicles to the trust, the security interest of that trust in the vehicle could
be defeated through fraud or negligence because the trust will not be listed as
lienholder on the certificates of title. In those states, in the absence of
fraud or forgery by the motor vehicle owner or the servicer or administrative
error by state or local agencies, the notation of the originator's lien on the
certificates of title will be sufficient to protect that trust against the
rights of subsequent purchasers of a Financed Vehicle or subsequent lenders who
take a security interest in a Financed Vehicle. In each purchase agreement, the
originator will represent and warrant, and in each sale and servicing agreement
the depositor will represent and warrant, that it has taken all action necessary
to obtain a perfected security interest in each Financed Vehicle. If there are
any Financed Vehicles as to which the originator failed to obtain and assign to
the depositor a perfected security interest, the security interest of the
depositor would be subordinate to, among others, subsequent purchasers of the
Financed Vehicles and holders of perfected security interests in the Financed
Vehicles. To the extent that failure has a material and adverse effect on the
trust's interest in the related Receivables, however, it would constitute a
breach of the warranties of the originator under the related purchase agreement
or the depositor under the related sale and servicing agreement. Accordingly,
pursuant to the related sale and servicing agreement, the depositor would be
required to repurchase the related Receivable from the trust and, pursuant to
the related purchase agreement, the originator would be required to purchase
that Receivable from the depositor, in each case unless the breach was cured.
Pursuant to each sale and servicing agreement, the depositor will assign to the
related trust its rights to cause the originator to purchase that Receivable
under the related purchase agreement. We refer you to "Description of the
Transfer and Servicing Agreements-- Sale and Assignment of Receivables" and
"Risk Factors--Interests of Other Persons in the Receivables and Financed
Vehicles Could be Superior to the Trust's Interest, which May Result in Reduced
Payments on Your Securities" in this prospectus.

     Continuity of Perfection. Under the laws of most states, the perfected
security interest in a motor vehicle would continue for up to four months after
the motor vehicle is moved to a state that is


                                       71



different from the one in which it is initially registered and thereafter until
the owner re-registers the motor vehicle in the new state. A majority of states
generally require surrender of a certificate of title to re-register a motor
vehicle. In those states (such as California) that require a secured party to
hold possession of the certificate of title to maintain perfection of the
security interest, the secured party would learn of the re-registration through
the request from the Obligor under the related installment sales contract to
surrender possession of the certificate of title. In the case of motor vehicles
registered in states providing for the notation of a lien on the certificate of
title but not possession by the secured party (such as Texas), the secured party
would receive notice of surrender from the state of re-registration if the
security interest is noted on the certificate of title. Thus, the secured party
would have the opportunity to re-perfect its security interest in the vehicle in
the state of relocation.

     However, these procedural safeguards will not protect the secured party if
through fraud, forgery or administrative error, the Obligor somehow procures a
new certificate of title that does not list the secured party's lien.
Additionally, in states that do not require a certificate of title for
registration of a motor vehicle, re-registration could defeat perfection. In the
ordinary course of servicing the Receivables, the originator will take steps to
effect re-perfection upon receipt of notice of re-registration or information
from the Obligor as to relocation. Similarly, when an Obligor sells a Financed
Vehicle, the originator must surrender possession of the certificate of title or
will receive notice as a result of its lien noted on the certificate of title
and accordingly will have an opportunity to require satisfaction of the related
Receivable before release of the lien. Under each sale and servicing agreement,
the servicer will be obligated to take appropriate steps, at the servicer's
expense, to maintain perfection of security interests in the Financed Vehicles
and will be obligated to purchase the related Receivable if it fails to do so
and that failure has a material and adverse effect on the trust's interest in
the Receivable.

     Priority of Liens Arising by Operation of Law. Under the laws of most
states (including California), liens for repairs performed on a motor vehicle
and liens for unpaid taxes take priority over even a perfected security interest
in a Financed Vehicle. The Code also grants priority to specified federal tax
liens over the lien of a secured party. The laws of some states and federal law
permit the confiscation of motor vehicles by governmental authorities under some
circumstances if used in unlawful activities, which may result in the loss of a
secured party's perfected security interest in the confiscated vehicle. The
originator will represent and warrant to the depositor in each purchase
agreement, and the depositor will represent and warrant to the trust in each
sale and servicing agreement that, as of the related closing date, each security
interest in a Financed Vehicle is prior to all other present liens (other than
tax liens and other liens that arise by operation of law) upon and security
interests in that Financed Vehicle. However, liens for repairs or taxes could
arise, or the confiscation of a Financed Vehicle could occur, at any time during
the term of a Receivable. No notice will be given to the owner trustee, any
indenture trustee, any noteholders or any certificateholders in respect of a
given trust if a lien arises or confiscation occurs that would not give rise to
the depositor's repurchase obligation under the related sale and servicing
agreement or the originator's repurchase obligation under the related purchase
agreement.

REPOSSESSION

     In the event of default by an Obligor, the holder of the related retail
installment sale contract has all the remedies of a secured party under the UCC,
except where specifically limited by other state laws. Among the UCC remedies,
the secured party has the right to perform repossession by self-help means,
unless it would constitute a breach of the peace or is otherwise limited by
applicable state law.

     Unless a motor vehicle financed by the originator is voluntarily
surrendered, self-help repossession is the method employed by the originator in
most states and is accomplished simply by retaking possession of the Financed
Vehicle. In cases where an Obligor objects or raises a defense to repossession,
or if otherwise required by applicable state law, a court order must be obtained
from the appropriate state court, and that vehicle must then be recovered in
accordance with that order. In some jurisdictions, the secured party is required
to notify that Obligor of the default and the intent to repossess the collateral
and to give that Obligor a time period within which to cure the default prior


                                       72



to repossession. In some states, an Obligor has the right to reinstate its
contract and recover the collateral by paying the delinquent installments and
other amounts due.

NOTICE OF SALE; REDEMPTION RIGHTS

     In the event of default by an Obligor under a retail installment sale
contract, some jurisdictions require that the Obligor be notified of the default
and be given a time period within which to cure the default prior to
repossession. Generally, this right of cure may only be exercised on a limited
number of occasions during the term of the related contract.

     The UCC and other state laws require the secured party to provide an
Obligor with reasonable notice of the date, time and place of any public sale or
other disposition and/or the date after which any private sale or other
disposition of the collateral may be held. In most states, an Obligor has the
right to redeem the collateral prior to actual sale or other disposition by
paying the secured party the unpaid Principal Balance of the obligation, accrued
interest on the obligation plus reasonable expenses for repossessing, holding
and preparing the collateral for disposition and arranging for its sale, plus,
in some jurisdictions, reasonable attorneys' fees. In some states, an Obligor
has the right to redeem the collateral prior to actual sale by payment of
delinquent installments or the unpaid balance.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

     The proceeds of resale of motor vehicles generally will be applied first to
the expenses of resale and repossession and then to the satisfaction of the
indebtedness. While some states impose prohibitions or limitations on deficiency
judgments if the net proceeds from resale do not cover the full amount of the
indebtedness, a deficiency judgment can be sought in those states that do not
prohibit or limit those judgments. In addition to the notice requirement
described above, the UCC requires that every aspect of the sale or other
disposition, including the method, manner, time, place and terms, be
"commercially reasonable." Generally, courts have held that when a disposition
is not "commercially reasonable," the secured party loses its right to a
deficiency judgment. However, the deficiency judgment would be a personal
judgment against the Obligor for the shortfall, and a defaulting Obligor can be
expected to have very little capital or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount or be uncollectible. In addition, the UCC permits the Obligor or other
interested party to recover for any loss caused by noncompliance with the
provisions of the UCC. Also, prior to a sale, the UCC permits the Obligor or
other interested person to prohibit the secured party from disposing of the
collateral if it is established that the secured party is not proceeding in
accordance with the "default" provisions under the UCC.

     Occasionally, after disposition of a repossessed vehicle and payment of all
expenses and indebtedness, there is a surplus of funds. In that case, the UCC
requires the creditor to remit the surplus to any holder of a subordinate lien
with respect to that vehicle or if no lienholder exists, the UCC requires the
creditor to remit the surplus to the Obligor.

CERTAIN BANKRUPTCY CONSIDERATIONS

     In structuring the transactions contemplated by this prospectus, the
depositor has taken steps that are intended to make it unlikely that the
voluntary or involuntary application for relief by the originator, under the
United States Bankruptcy Code or similar applicable state laws (collectively,
the "INSOLVENCY LAWS") will result in consolidation of the assets and
liabilities of the depositor with those of the originator. These steps include
the creation of the depositor as a wholly owned, limited purpose subsidiary
pursuant to articles of incorporation and bylaws containing limitations
(including restrictions on the nature of the depositor's business and on its
ability to commence a voluntary case or proceeding under any Insolvency Law
without the unanimous affirmative vote of all of its directors). In addition, to
the extent that the depositor granted a security interest in the Receivables to
the trust, and that interest was validly perfected before the bankruptcy or
insolvency of the originator and was not taken or granted in contemplation of
insolvency or with the intent to hinder, delay or defraud the originator or its
creditors, that security interest should not be subject to


                                       73



avoidance, and payments to the trust with respect to the Receivables should not
be subject to recovery by a creditor or trustee in bankruptcy of the originator.

     However, delays in payments on the securities and possible reductions in
the amount of those payments could occur if:

     o    a court were to conclude that the assets and liabilities of the
          depositor should be consolidated with those of the originator in the
          event of the application of applicable Insolvency Laws to the
          originator;

     o    a filing were made under any Insolvency Law by or against the
          depositor; or

     o    an attempt were to be made to litigate any of the foregoing issues.

     On each closing date, counsel to the depositor will give an opinion to the
effect that, based on a reasoned analysis of analogous case law (although there
is no precedent based on directly similar facts), and, subject to facts,
assumptions and qualifications specified in the opinion and applying the
principles set forth in the opinion, in the event of a voluntary or involuntary
bankruptcy case in respect of the originator under Title 11 of the United States
Bankruptcy Code, the property of the depositor would not properly be
substantively consolidated with the property of the estate of the originator.
Among other things, that opinion will assume that each of the depositor and the
originator will follow specified procedures in the conduct of its affairs,
including maintaining records and books of account separate from those of the
other, refraining from commingling its assets with those of the other, and
refraining from holding itself out as having agreed to pay, or being liable for,
the debts of the other. The depositor and the originator intend to follow these
and other procedures related to maintaining their separate corporate identities.
However, there can be no assurance that a court would not conclude that the
assets and liabilities of the depositor should be consolidated with those of the
originator.

     The originator will warrant in each purchase agreement that the sale of the
related Receivables by it to the depositor is a valid sale. Notwithstanding the
foregoing, if the originator were to become a debtor in a bankruptcy case, a
court could take the position that the sale of Receivables to the depositor
should instead be treated as a pledge of those Receivables to secure a borrowing
of the originator. If a court were to reach such conclusions, or a filing were
made under any Insolvency Law by or against the depositor, or if an attempt were
made to litigate any of the foregoing issues, delays in payments on the
certificates (and possible reductions in the amount of payments) could occur. In
addition, if the transfer of Receivables to the depositor is treated as a pledge
instead of a sale, a tax or government lien on the property of the originator
arising before the transfer of a Receivable to the depositor may have priority
over the depositor's interest in that Receivable. Also, while the originator is
the servicer, cash collections on the Receivables may be commingled with general
funds of the originator and, in the event of a bankruptcy of the originator, the
trust may not have a perfected interest in those collections.

     The originator and the depositor will treat the transactions described in
this prospectus as a sale of the Receivables to the depositor. If this treatment
is respected by a bankruptcy court, the automatic stay provisions of the United
States Bankruptcy Code should not apply to the Receivables if the originator
were to become a debtor in a bankruptcy case.

CONSUMER PROTECTION LAWS

     Numerous federal and state consumer protection laws and related regulations
impose substantial requirements upon lenders and servicers involved in consumer
finance. These laws include the Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act,
the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and Z, the
Gramm-Leach-Bliley Act, the Servicemembers Civil Relief Act, as amended (the
"RELIEF ACT"), the Military Reservist Relief Act, the Texas Consumer Credit
Code, state adoptions of the National Consumer Act and of the Uniform Consumer
Credit Code and state motor vehicle retail installment sales acts and other
similar laws. Many states have adopted "lemon laws" which provide redress to


                                       74



consumers who purchase a vehicle that remains out of compliance with its
manufacturer's warranty after a specified number of attempts to correct a
problem or a specified time period. Also, state laws impose finance charge
ceilings and other restrictions on consumer transactions and require contract
disclosures in addition to those required under federal law. These requirements
impose specific statutory liabilities upon creditors who fail to comply with
their provisions. In some cases, this liability could affect an assignee's
ability to enforce consumer finance contracts such as the Receivables.

     With respect to used vehicles, the Used Car Rule of the Federal Trade
Commission (the "FTC RULE") requires all sellers of used vehicles to prepare,
complete and display a "Buyer's Guide" that explains the warranty coverage for
such vehicles. The Federal Magnuson-Moss Warranty Act and state lemon laws may
impose further obligations on motor vehicle dealers. Holders of the Receivables
may have liability for claims and defenses under those statutes, the FTC Rule
and similar state statutes.

     The so-called Holder-in-Due-Course Rule of the Federal Trade Commission
(the "HDC RULE"), the provisions of which are generally duplicated by the
Uniform Consumer Credit Code, other statutes or the common law in some states,
has the effect of subjecting a seller (and specified creditors and their
assignees) in a consumer credit transaction to all claims and defenses that the
Obligor in the transaction could assert against the seller of the goods.
Liability under the HDC Rule is limited to the amounts paid by the Obligor under
the contract, and the holder of the Receivable may also be unable to collect any
balance remaining due under that contract from the Obligor.

     Most of the Receivables will be subject to the requirements of the HDC
Rule. Accordingly, each trust, as holder of the related Receivables, will be
subject to any claims or defenses that the purchaser of the applicable Financed
Vehicle may assert against the seller of the related Financed Vehicle. As to
each Obligor, these claims are limited to a maximum liability equal to the
amounts paid by the Obligor on the related Receivable. Under most state motor
vehicle dealer licensing laws, sellers of motor vehicles are required to be
licensed to sell motor vehicles at retail sale. Furthermore, federal odometer
regulations promulgated under the Motor Vehicle Information and Cost Savings Act
require that all sellers of new and used vehicles furnish a written statement
signed by the seller certifying the accuracy of the odometer reading. If the
seller is not properly licensed or if a written odometer disclosure statement
was not provided to the purchaser of the related Financed Vehicle, an Obligor
may be able to assert a defense against the seller of the vehicle. If an Obligor
were successful in asserting any of those claims or defenses, that claim or
defense would constitute a breach of the depositor's representations and
warranties under the related sale and servicing agreement and a breach of the
originator's warranties under the related purchase agreement and would, if the
breach materially and adversely affects the Receivable or the interests of the
securityholders, create an obligation of the depositor and the originator,
respectively, to repurchase the Receivable unless the breach is cured. We refer
you to "Description of the Transfer and Servicing Agreements--Sale and
Assignment of Receivables" in this prospectus.

     Courts have applied general equitable principles to secured parties
pursuing repossession and litigation involving deficiency balances. These
equitable principles may have the effect of relieving an Obligor from some or
all of the legal consequences of a default.

     In several cases, consumers have asserted that the self-help remedies of
secured parties under the UCC and related laws violate the due process
protections provided under the 14th Amendment to the Constitution of the United
States. Courts have generally upheld the notice provisions of the UCC and
related laws as reasonable or have found that the repossession and resale by the
creditor do not involve sufficient state action to afford constitutional
protection to borrowers.

     From time to time, the originator has been involved in litigation under
consumer protection laws. In addition, substantially all of the motor vehicle
contracts originated by the originator in the State California after 1990 (the
"CALIFORNIA CONTRACTS") provided that the contract may be rescinded by the
related Dealer if the Dealer is unable to assign the contract to a lender within
ten days of the date of the contract. As of the date of this prospectus, the
ten-day rescission period had run in respect of all of the California Contracts
in which the rescission provision appears. Although there is authority, which is
not binding upon any court, providing that a conditional sale contract
containing such a provision does not comply with California law and would render
the contract unenforceable, to the


                                       75



depositor's and the originator's knowledge, the issue has not been addressed by
any California court. On the closing date, the depositor will receive an opinion
of counsel as to the enforceability of the California Contracts under California
law and applicable federal laws.

     The originator and the depositor will represent and warrant under each
purchase agreement and each sale and servicing agreement, respectively, that
each Receivable complies with all requirements of law in all material respects.
Accordingly, if an Obligor has a claim against a trust for violation of any law
and that claim materially and adversely affects that trust's interest in a
Receivable, that violation would constitute a breach of the representations and
warranties of the originator under the purchase agreement and the depositor
under the related sale and servicing agreement and would create an obligation of
the originator and the depositor to repurchase the Receivable unless the breach
is cured. We refer you to "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" in this prospectus.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses can be seized and ordered forfeited to the United States of
America. The offenses that can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant
thereto, as well as the narcotic drug laws. In many instances, the United States
may seize the property even before a conviction occurs.

OTHER LIMITATIONS

     In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including federal bankruptcy laws and
related state laws, may interfere with or affect the ability of a secured party
to realize upon collateral or to enforce a deficiency judgment. For example, in
a Chapter 13 proceeding under the United States Bankruptcy Code, a court may
prevent a creditor from repossessing a motor vehicle and, as part of the
rehabilitation plan, reduce the amount of the secured indebtedness to the market
value of the vehicle at the time of bankruptcy (as determined by the court),
leaving the creditor as a general unsecured creditor for the remainder of the
indebtedness. A bankruptcy court may also reduce the monthly payments due under
a contract or change the rate of interest and time of repayment of the
indebtedness.

     Under the terms of the Relief Act, an Obligor who enters the military
service after the origination of that Obligor's Receivable (including an Obligor
who is a member of the National Guard or is in reserve status at the time of the
origination of the Obligor's Receivable and is later called to active duty) may
not be charged interest above an annual rate of 6% during the period of that
Obligor's status, after a request for relief by the Obligor. The Relief Act
provides for extension of payments during a period of service upon request of
the Obligor. Furthermore, when the Obligor is a person who has entered the
military, an installment contract by such person for the purchase or lease of
personal property may not be rescinded or terminated by the originator or its
transferee for a breach of terms of the contract occurring before or during that
person's military service, nor may the property be repossessed for such breach
without a court order. In addition, the Relief Act and the laws of some states,
including California, New York and New Jersey, impose limitations that would
impair the ability of the servicer to repossess the related Financed Vehicle
during the Obligor's period of active duty status. Thus, if that Receivable goes
into default, there may be delays and losses occasioned by the inability to
exercise the trust's rights with respect to the Receivable and the related
Financed Vehicle in a timely fashion.

     Any shortfall pursuant to either of the two preceding paragraphs, to the
extent not covered by amounts payable to the securityholders from amounts on
deposit in the related reserve fund or from coverage provided under any other
credit enhancement mechanism, could result in losses to the Securityholders.


                                       76



                        MATERIAL INCOME TAX CONSEQUENCES

     The following discussion of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of the notes and the
certificates of any series, to the extent it relates to matters of law or legal
conclusions with respect thereto, represents the opinion of tax counsel to each
trust with respect to the related series on the material matters associated with
those consequences, subject to the qualifications set forth in this prospectus.
"Tax Counsel" with respect to each trust will be specified in the applicable
prospectus supplement. The discussion does not purport to deal with federal
income tax consequences applicable to all categories of investors, some of which
may be subject to special rules and does not address which forms should be used
to report information related to Notes and Certificates to the Internal Revenue
Service, which we refer to in this prospectus as the IRS. For example, it does
not discuss the tax treatment of noteholders or certificateholders that are
insurance companies, regulated investment companies or dealers in securities.
Moreover, there are no cases or Internal Revenue Service rulings on similar
transactions involving both debt and equity interests issued by a trust with
terms similar to those of the notes and the certificates. As a result, the IRS
may disagree with all or a part of the discussion below. It is suggested that
prospective investors consult their own tax advisors in determining the federal,
state, local, foreign and any other tax consequences to them of the purchase,
ownership and disposition of the notes and the certificates.

     The following discussion is based upon current provisions of the Code, the
Treasury regulations promulgated under the Code and judicial or ruling
authority, all of which are subject to change, which change may be retroactive.
Each trust will be provided with an opinion of Tax Counsel regarding the federal
income tax matters discussed below.

     An opinion of Tax Counsel, however, is not binding on the IRS or the
courts. No ruling on any of the issues discussed below will be sought from the
IRS. For purposes of the following discussion, references to the trust, the
notes, the certificates and related terms, parties and documents shall be deemed
to refer to each trust and the notes, certificates and related terms, parties
and documents applicable to that trust.

     Tax Characterization of the Trust

     The following discussion of the material anticipated federal income tax
consequences of the purchase, ownership and disposition of the notes and the
certificates of a trust nominally referred to as an "owner trust" in the
applicable prospectus supplement (an "Owner Trust"), to the extent it relates to
matters of law or legal conclusions with respect thereto, represents the opinion
of Tax Counsel to each Owner Trust with respect to the related series on the
material matters associated with those consequences, subject to the
qualifications set forth in this prospectus. In addition, Tax Counsel has
prepared or reviewed the statements in this prospectus under the heading
"Material Income Tax Consequences--Tax Treatment of Owner Trusts," and is of the
opinion that those statements are correct in all material respects. Those
statements are intended as an explanatory discussion of the related tax matters
affecting investors, but do not purport to furnish information in the level of
detail or with the attention to an investor's specific tax circumstances that
would be provided by an investor's own tax advisor. Accordingly, it is suggested
that each investor consult its own tax advisor with regard to the tax
consequences to it of investing in notes or certificates.

     Tax Counsel will deliver its opinion that an Owner Trust will not be an
association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes. This opinion will be based on the assumption that
the terms of the Related Documents will be complied with, and on Tax Counsel's
conclusion that the nature of the income of the trust will exempt it from the
rule that some publicly traded partnerships are taxable as corporations.

     If the Owner Trust were taxable as a corporation for federal income tax
purposes, the trust would be subject to corporate income tax on its taxable
income. The trust's taxable income would include all its income on the
Receivables, possibly reduced by its interest expense on the notes. Any
corporate income tax could materially reduce cash available to make payments on
the notes and the certificates.


                                       77



     Tax Consequences to Owners of the Notes

     Treatment of the Notes as Indebtedness. The depositor and any noteholders
will agree, and the beneficial owners of the notes (which we refer to in this
prospectus as the "Note Owners") will agree by their purchase of notes, to treat
the notes as debt for federal income tax purposes. Except as otherwise provided
in the related prospectus supplement, Tax Counsel will deliver its opinion that
the notes will be classified as debt for federal income tax purposes. The
discussion below assumes this characterization of the notes is correct.

     OID, Etc. The discussion below assumes that all payments on the notes are
denominated in U.S. dollars, and that the notes are not Strip Notes. Moreover,
the discussion assumes that the interest formula for the notes meets the
requirements for "qualified stated interest" under Treasury regulations (the
"OID regulations") relating to original issue discount ("OID"), and that any OID
on the notes (i.e., any excess of the principal amount of the notes over their
issue price) does not exceed a de minimis amount (i.e., 0.25% of their principal
amount multiplied by the number of full years included in determining their
term), all within the meaning of the OID regulations. In determining whether any
OID on the notes is de minimis, the depositor expects to use a reasonable
assumption regarding prepayments (a "Prepayment Assumption") to determine the
weighted average maturity of the notes. If these conditions are not satisfied
with respect to any given series of notes, additional tax considerations with
respect to those notes will be disclosed in the applicable prospectus
supplement.

     Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the notes will not be considered issued
with OID. The stated interest on the notes will be taxable to a Note Owner as
ordinary interest income when received or accrued in accordance with that Note
Owner's method of tax accounting. Under the OID regulations, the Note Owner of a
note issued with a de minimis amount of OID must include that OID in income, on
a pro rata basis, as principal payments are made on the note. Subject to a
statutorily defined de minimis rule for market discount and a required election
for premium, absent an exception based on a taxpayer's unique circumstances, a
purchaser who buys a note for more or less than its principal amount will be
subject, respectively, to the premium amortization or market discount rules of
the Code.

     The Note Owner of a note that has a fixed maturity date of not more than
one year from the issue date of that note (a "Short-Term Note") may be subject
to special rules. An accrual basis Note Owner of a Short-Term Note (and some
cash method Note Owners, including regulated investment companies, as set forth
in Section 1281 of the Code) is required to report interest income as interest
accrues on a straight-line basis or under a constant yield method over the term
of each interest period. Other cash basis Note Owners of a Short-Term Note are
required to report interest income as interest is paid (or, if earlier, upon the
taxable disposition of the Short-Term Note). However, a cash basis Note Owner of
a Short-Term Note reporting interest income as it is paid may be required to
defer a portion of any interest expense otherwise deductible on indebtedness
incurred to purchase or carry the Short-Term Note until the taxable disposition
of the Short-Term Note. A cash basis Note Owner that is not required to report
interest income as it accrues under Section 1281 may elect to accrue interest
income on all nongovernment debt obligations with a term of one year or less, in
which case the Note Owner would not be subject to the interest expense deferral
rule referred to in the preceding sentence. Certain special rules apply if a
Short-Term Note is purchased for more or less than its principal amount.

     Sale or Other Disposition. If a Note Owner sells a note, the Note Owner
will recognize gain or loss in an amount equal to the difference between the
amount realized on the sale and the Note Owner's adjusted tax basis in the note.
The adjusted tax basis of a note to a particular Note Owner will equal the Note
Owner's cost for the note, increased by any market discount, acquisition
discount and OID previously included in income by that Note Owner with respect
to the note and decreased by the amount of bond premium, if any, previously
amortized and by the amount of payments of principal and OID previously received
by that Note Owner with respect to that note. Any gain or loss, and any gain or
loss recognized on a prepayment of the notes, will be capital gain or loss if
the note was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in income. Except
for an annual $3,000 exception applicable to individuals, capital losses may be
used only to offset capital gains or gains treated as capital gains.


                                       78



     Foreign Owners. Interest paid (or accrued) to a Note Owner who is not a
U.S. Person (a "Foreign Owner") will be considered "portfolio interest," and not
subject to United States federal income tax and withholding tax if the interest
is not effectively connected with the conduct of a trade or business within the
United States by the Foreign Owner and:

     1.   the Foreign Owner is not actually or constructively a "10 percent
          shareholder" of the trust or the depositor (including a holder of 10%
          of the outstanding certificates issued by the trust) or a "controlled
          foreign corporation" with respect to which the trust or the depositor
          is a "related person" within the meaning of the Code;

     2.   the Foreign Owner is not a bank receiving interest described in
          Section 881(c)(3)(A) of the Code;

     3.   the interest is not contingent interest described in Section 871(h)(4)
          of the Code; and

     4.   the Foreign Owner does not bear specified relationships to any
          certificateholder.

     To qualify for the exemption from taxation, the Foreign Owner must provide
the applicable trustee or other person who is otherwise required to withhold
U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN
or a similar form), signed under penalty of perjury, certifying that the Note
Owner is a Foreign Owner and providing the Foreign Owner's name and address. If
a note is held through a securities clearing organization or other financial
institution, the organization or may provide the relevant signed statement to
the withholding agent; in that case, however, the Foreign Owner must provide the
security clearing organization or other financial institution with a Form W-8BEN
or similar form. The Foreign Owner must notify the person to whom it provided
the Form W-8BEN or similar form of any changes to the information on the Form
W-8BEN or similar form within 30 days of that change. If interest paid to a
Foreign Owner is not considered portfolio interest, then it will be subject to
United States federal income and withholding tax at a rate of 30 percent, unless
reduced or eliminated pursuant to an applicable tax treaty. In order to claim
the benefit of any applicable tax treaty, the Foreign Owner must provide the
applicable trustee or other person who is required to withhold U.S. tax with
respect to the notes with an appropriate statement (on Form W-8BEN or a similar
form), signed under penalties of perjury, certifying that the Foreign Owner is
entitled to benefits under the treaty.

     Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a Foreign Owner will be exempt from United
States federal income and withholding tax, provided that (1) the gain is not
effectively connected with the conduct of a trade or business in the United
States by the Foreign Owner and (2) in the case of an individual Foreign Owner,
the Foreign Owner is not present in the United States for 183 days or more
during the taxable year of disposition.

     As used in this prospectus, a "U.S. Person" means:

     1.   a citizen or resident of the United States;

     2.   an entity treated as a corporation or a partnership for United States
          federal income tax purpose created or organized under the laws of the
          United States, any state thereof, or the District of Columbia;

     3.   an estate, the income of which from sources outside the United States
          is includible in gross income for federal income tax purposes
          regardless of its connection with the conduct of a trade or business
          within the United States; or

     4.   a trust if (a) a court within the U.S. is able to exercise primary
          supervision over the administration of the trust and one or more
          United States persons have authority to control all substantial
          decisions of the trust or (b) such trust was in existence on August
          20, 1996 and is eligible to elect, and has made a valid election, to
          be treated as a U.S. Person despite not meeting the requirements of
          clause (a).

     Backup Withholding. Each Note Owner (other than an exempt Note Owner such
as a corporation, tax-exempt organization, qualified pension and profit- sharing
trust, individual retirement account or nonresident alien who provides
certification as to status as a nonresident) will be required


                                       79



to provide, under penalties of perjury, a certificate (on Form W-9) providing
the Note Owner's name, address, correct federal taxpayer identification number
and a statement that the Note Owner is not subject to backup withholding. Should
a nonexempt Note Owner fail to provide the required certification, amounts
otherwise payable to the Note Owner may be subject to backup withholding tax,
and the trust will be required to withhold and remit the withheld amount to the
IRS. Any such amount withheld would be credited against the Note Owner's federal
income tax liability.

     Possible Alternative Treatments of the Notes. If, contrary to the opinion
of Tax Counsel, the IRS successfully asserted that one or more of the notes did
not represent debt for federal income tax purposes, the notes might be treated
as equity interests in the trust. If so treated, the trust might be taxable as a
corporation with the adverse consequences described above (and the taxable
corporation would not be able to reduce its taxable income by deductions for
interest expense on notes recharacterized as equity). Alternatively, and most
likely in the view of Tax Counsel, the trust might be treated as a partnership
(including a publicly traded partnership) that would not be taxable as a
corporation. Nonetheless, treatment of the notes as equity interests in a
publicly traded partnership could have adverse tax consequences to some Note
Owners. For example, income to some tax-exempt entities (including pension
funds) may be "unrelated business taxable income," income to Foreign Owners may
be subject to U.S. income tax and withholding taxes and cause Foreign Owners to
be subject to U.S. tax return filing and withholding requirements, and
individual Note Owners might be subject to some limitations on their ability to
deduct their share of trust expenses.

     Tax Consequences to Owners of the Certificates

     The following discussion assumes that all payments on the certificates are
denominated in U.S. dollars, none of the certificates are Strip Certificates,
and that a series of Securities includes a single class of certificates. If
these conditions are not satisfied with respect to any given series of
certificates, additional tax considerations with respect to those certificates
will be disclosed in the applicable prospectus supplement.

     Treatment of the Trust as a Partnership. The depositor and the Servicer
will agree, and the beneficial owners of the certificates (which we refer to in
this prospectus as the "Certificate Owners") will agree by their purchase of
certificates, to treat the related trust as a partnership for purposes of
federal and state income tax, franchise tax and any other tax measured in whole
or in part by income. The assets of the partnership would be the assets held by
the trust, the partners of the partnership would be the Certificate Owners
(including the depositor in its capacity as recipient of payments from the
Reserve Fund), and the notes would be debt of the partnership. However, the
proper characterization of the arrangement involving the trust, the
certificates, the notes, the depositor and the Servicer is not clear because
there is no authority on transactions closely comparable to that contemplated in
this prospectus.

     A variety of alternative characterizations are possible. For example,
because the certificates have features characteristic of debt, the certificates
might be considered debt of the depositor or the trust. Although there are
certain differences relating to the accrual of discount or the ability to
amortize premium for debt versus partnership equity and the tax year in which
income is includible, other than these differences, any characterization of this
type should not result in materially adverse tax consequences to Certificate
Owners as compared to the consequences from treatment of the certificates as
equity in a partnership, described below. The following discussion assumes that
the certificates represent equity interests in a partnership.

     Partnership Taxation. As a partnership, the related trust will not be
subject to federal income tax. Rather, each Certificate Owner will be required
to separately take into account that Owner's allocated share of income, gains,
losses, deductions and credits of the related trust. The trust's income will
consist primarily of interest and finance charges earned on the Receivables
(including appropriate adjustments for market discount, OID and bond premium)
and any gain upon collection or disposition of Receivables. The trust's
deductions will consist primarily of interest accruing with respect to the
notes, servicing and other fees, and losses or deductions upon collection or
disposition of Receivables.

     The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
trust agreement and related


                                       80



documents). In the trust agreement, the Certificate Owners will agree that the
Pass Through Rate on a certificate is intended to qualify as a "guaranteed
payment." A guaranteed payment is treated as ordinary income regardless of
whether the guaranteed payment exceeds the trust's net income (i.e., income net
of deductible expenses and interest on the notes). If the stated rate on a
certificate is not treated as a guaranteed payment, then the income received by
a certificateholder would be limited to the certificateholder's proportionate
amount of the trust's net income. The rules applicable to debt instruments
related to OID, market discount, and bond premium do not apply to partnership
interests.

     The treatment of premium or discount at original purchase is unclear. If
the certificateholder is considered to receive the certificate in exchange for a
contribution to the trust, a discount could result in immediate income (as a
capital shift in favor of the certificateholder treated as a guaranteed payment)
and a premium could result in an amortizable deduction (as a capital shift to
the depositor treated as a guaranteed payment that is only deductible over
time). If the certificateholder is considered to purchase an outstanding
interest, then any discount should result in gain only once the
certificateholder received distributions in excess of such certificateholder's
tax basis (or upon sale) and any premium would result in a loss upon the
liquidation of the trust (or upon sale).

     The character of the loss would be capital upon sale, but could be ordinary
if certain exceptions that are not expected to apply cause the loss or a portion
thereof to be ordinary or could be ordinary at liquidation if all notes had been
retired (which ordinary loss on liquidation may be a miscellaneous itemized
deduction for individuals subject to limitations on deduction for regular tax
purposes and non-deductible for alternative minimum tax purposes).

     All remaining taxable income of the trust will be allocated to the
depositor. Except as provided below, losses and deductions will be allocated to
the Certificate Owners only to the extent the Certificate Owners are reasonably
expected to bear the economic burden of those losses or deductions. Any losses
allocated to Certificate Owners could be characterized as capital losses, except
for a $3,000 annual exception for individuals, and the Certificate Owners would
only be able to deduct those losses against capital gain income (including
income treated as capital gain income), and deductions would be subject to the
limitations set forth below. Accordingly, a Certificate Owner's taxable income
from the trust could exceed the cash it is entitled to receive from the trust.

     Based on the economic arrangement of the parties, this approach for
allocating trust income and loss should be permissible under applicable Treasury
regulations, although no assurance can be given that the IRS would not require a
greater amount of income to be allocated to Certificate Owners. Moreover, even
under the foregoing method of allocation, Certificate Owners may be allocated
income equal to the entire Pass Through Rate plus the other items described
above even though the trust might not have sufficient cash to make current cash
payments of that amount. Thus, Certificate Owners may become liable for taxes on
trust income even if they have not received cash from the trust to pay those
taxes. In addition, because tax allocations and tax reporting will be done on a
uniform basis for all Certificate Owners but Certificate Owners may be
purchasing certificates at different times and at different prices, Certificate
Owners may be required to report on their tax returns taxable income that is
greater or less than the amount reported to them by the trust.

     For each taxable year of the Certificate Owner, the Certificate Owner will
be required to report items of income, loss and deduction allocated to them by
the Owner Trust for the trust's taxable year that ends on or before the last day
of that taxable year of the Certificate Owner. The Code prescribes rules for
determining the taxable year of the trust, based on the taxable years of
certificateholders.

     A significant portion of the taxable income allocated to a Certificate
Owner that is a pension, profit sharing or employee benefit plan or other
tax-exempt entity (including an individual retirement account) is likely to
constitute "unrelated business taxable income" taxable to that Certificate Owner
under the Code if that Certificate Owner is otherwise subject to tax on
unrelated business taxable income.

     An individual taxpayer's share of expenses of the Owner Trust (including
fees to the Servicer but not interest expense) would be miscellaneous itemized
deductions. Those deductions might be


                                       81



disallowed to the individual in whole or in part and might result in that
Certificate Owner being taxed on an amount of income that exceeds the amount of
cash actually paid to that Certificate Owner over the life of the trust.

     The Owner Trust intends to make all tax calculations relating to income and
allocations to Certificate Owners on an aggregate basis. If the IRS were to
require that those calculations be made separately for each Receivable, the
trust might be required to incur additional expense but it is believed that
there would not be a material adverse effect on Certificate Owners.

     Discount and Premium. It is believed that the Receivables were not issued
with OID, and, therefore, the Owner Trust should not have OID income. However,
the purchase price paid by the trust for the Receivables may be greater or less
than the remaining Principal Balance of the Receivables at the time of purchase.
If so, the Receivables will have been acquired at a premium or discount, as the
case may be. (As indicated above, the trust will make this calculation on an
aggregate basis, but might be required to recompute it on a
Receivable-by-Receivable basis.)

     If the Owner Trust acquires the Receivables at a market discount or
premium, the trust will elect to include that discount in income currently as it
accrues over the life of the Receivables or to offset the premium against
interest income on the Receivables. As indicated above, a portion of the market
discount income or premium deduction may be allocated to Certificate Owners.

     Section 708 Termination. Under Section 708 of the Code, the Owner Trust
will be deemed to terminate for federal income tax purposes if 50% or more of
the capital and profits interests in the trust are sold or exchanged within a
12-month period. If that termination occurs, the trust will be considered to
transfer all of it assets and liabilities to a new partnership in exchange for
an interest in the new partnership, after which the trust would be deemed to
distribute interests in the new partnership to Certificate Owners (including the
purchasing partner who caused the termination) in liquidation of the terminated
partnership. The trust will not comply with technical requirements that might
apply when a constructive termination occurs. As a result, the trust may be
subject to tax penalties and may incur additional expenses if it is required to
comply with those requirements. Furthermore, the trust might not be able to
comply due to lack of data.

     Disposition of Certificates. Unless a sale results in ordinary treatment
for a particular taxpayer based on that taxpayer's unique circumstances, capital
gain or loss will be recognized on a sale of certificates in an amount equal to
the difference between the amount realized and the seller's tax basis in the
certificates sold. Unless a Certificate Owner has a basis that is determined in
whole or in part by reference to the tax basis of another, a Certificate Owner's
tax basis in a certificate will equal the Certificate Owner's cost increased by
the Certificate Owner's share of trust income (includible in income) and
decreased by any payments received with respect to that certificate and,
deductions, if any. In addition, both the tax basis in the certificates and the
amount realized on a sale of a certificate would include the Certificate Owner's
share of the notes and other liabilities of the trust. A Certificate Owner
acquiring certificates at different prices may be required to maintain a single
aggregate adjusted tax basis in those certificates, and, upon sale or other
disposition of some of the certificates, allocate a portion of that aggregate
tax basis to the certificates sold (rather than maintaining a separate tax basis
in each certificate for purposes of computing gain or loss on a sale of that
certificate).

     Any gain on the sale of a certificate attributable to the holder's share of
unrecognized accrued market discount on the Receivables would be treated as
ordinary income to the holder and would give rise to special tax reporting
requirements. The Owner Trust does not expect to have any other assets that
would give rise to those special reporting requirements. Thus, to avoid those
special reporting requirements, the trust will elect to include market discount
in income as it accrues.

     If a Certificate Owner is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the certificates that exceeds the aggregate
cash payments with respect thereto, the excess will give rise to a capital loss
upon the retirement of the certificates unless, for any particular taxpayer, a
sale of the Certificate would result in an ordinary loss based on that
taxpayer's unique circumstances.


                                       82



     A loss on the sale of a certificate in excess of certain thresholds ($10
million per year or $20 million in any combination of years for corporations and
$2 million per year or $4 million in any combination of other years for other
taxpayers, with a substantially lower limit if a foreign currency transaction is
involved) may be considered a reportable transaction that would require a
certificateholder to file an IRS Form 8886. Certificateholders should consult
with their tax advisors about the need to file an IRS Form 8886.

     Allocations Between Transferors and Transferees. Unless otherwise required,
the Owner Trust's taxable income and losses will be determined monthly and the
tax items for a particular calendar month will be apportioned among the
Certificate Owners in proportion to the principal amount of certificates owned
by them as of the close of the last day of that month. As a result, a
Certificate Owner purchasing certificates may be allocated tax items (which will
affect its tax liability and tax basis) attributable to periods before the
Certificate Owner actually owned the certificates.

     The use of a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of the Owner Trust might be reallocated among the Certificate Owners. The
depositor is authorized to revise the Owner Trust's method of allocation between
transferors and transferees to conform to a method permitted by future
regulations.

     Section 754 Election. In the event that a Certificate Owner sells its
certificates at a profit (loss), the purchasing Certificate Owner will have a
higher (or lower) basis in the certificates than the selling Certificate Owner
had. The tax basis of the Owner Trust's assets will not be adjusted to reflect
that higher (or lower) basis unless there is a "substantial basis reduction"
within the meaning of Section 734 of the Code or unless the trust were to file
an election under Section 754 of the Code. If the trust qualifies as a
"securitization partnership" within the meaning of Section 743(f) of the Code,
it cannot have a substantial basis reduction that would require an adjustment
with respect to the sale of the certificates. With respect to the election under
Section 754 of the Code, in order to avoid the administrative complexities that
would be involved in keeping accurate accounting records, as well as potentially
onerous information reporting requirements, the Owner Trust will not make that
election. As a result, Certificate Owners might be allocated a greater or lesser
amount of trust income than would be appropriate based on their own purchase
price for certificates.

     Administrative Matters. The trustee is required to keep or have kept
complete and accurate books of the Owner Trust. These books will be maintained
for financial reporting and tax purposes on an accrual basis and the fiscal year
of the trust will be set forth in the applicable prospectus supplement. The
trustee will file a partnership information return (IRS Form 1065) with the IRS
for each taxable year of the trust during which the Owner Trust is treated as a
partnership for federal income tax purposes, and for each such taxable year will
report each Certificate Owner's allocable share of items of trust income and
expense to holders and the IRS on Schedule K-1. The trust will provide the
Schedule K-1 information to nominees that fail to provide the trust with the
information statement described below and those nominees will be required to
forward that information to the Certificate Owners. Certificate Owners are
required to file tax returns that are consistent with the information return
filed by the trust or be subject to penalties unless the Certificate Owner
timely notifies the IRS of all those inconsistencies.

     Under Section 6031 of the Code, any person that holds certificates as a
nominee at any time during a calendar year is required to furnish the trust with
a statement containing specified information on the nominee, the Certificate
Owners and the certificates so held. The information includes (1) the name,
address and taxpayer identification number of the nominee and (2) as to each
Certificate Owner (x) the name, address and identification number of that
person, (y) whether that person is a U.S. person, a tax-exempt entity or a
foreign government, an international organization, or any wholly-owned agency or
instrumentality of any of the foregoing, and (z) specified information on
certificates that were held, bought or sold on behalf of that person throughout
the year. In addition, brokers and financial institutions that hold certificates
through a nominee are required to furnish directly to the trust information as
to themselves and their ownership of certificates. A clearing agency registered
under Section 17A of the Exchange Act is not required to furnish any information


                                       83



statement of this type to the trust. The information referred to above for any
calendar year must be furnished to the trust on or before the following January
31. Nominees, brokers and financial institutions that fail to provide the trust
with the information described above may be subject to penalties.

     The depositor will be designated as the tax matters partner in the related
trust agreement, and as such is designated to receive notice on behalf of, and
to provide notice to those Certificate Owners not receiving notice from, the
IRS, and to represent the Certificate Owners in certain disputes with the IRS.
The Code provides for administrative examination of a partnership as if the
partnership were a separate and distinct taxpayer. The statute of limitations
for partnership items does not expire before three years after the date on which
the partnership information return is filed. Any adverse determination following
an audit of the return of the trust by the appropriate taxing authorities could
result in an adjustment of the returns of the Certificate Owners, and, under
some circumstances, a Certificate Owner may be precluded from separately
litigating a proposed adjustment to the items of the trust. As the tax matters
partner, the depositor may enter into a binding settlement on behalf of all
Certificate Owners with a less than 1 percent interest in the trust (except for
any group of those Certificate Owners with an aggregate interest of 5 percent or
more in trust profits that elects to form a notice group or Certificate Owners
who otherwise notify the IRS that the depositor is not authorized to settle on
their behalf). In the absence of a proceeding at the trust level, a Certificate
Owner under some circumstances may pursue a claim for credit or refund on his
own behalf by filing a request for administrative adjustment of a trust item. It
is suggested that each Certificate Owner consult its own tax advisor with
respect to the impact of these procedures on its particular case. An adjustment
could also result in an audit of a Certificate Owner's returns and adjustments
of items not related to the income and losses of the trust.

     Investors should consult their own tax advisors concerning any possible
disclosure obligation with respect to their investment in the certificates.

     Tax Consequences to Foreign Certificate Owners. It is not clear whether the
trust would be considered to be engaged in a trade or business in the United
States for purposes of federal withholding taxes with respect to Certificate
Owners who are not U.S. Persons ("Foreign Certificate Owners") because there is
no clear authority dealing with that issue under facts substantially similar to
those described in this prospectus. Although it is not expected that the Owner
Trust would be engaged in a trade or business in the United States for those
purposes, the trust will withhold as if it were so engaged in order to protect
the trust from possible adverse consequences of a failure to withhold. The trust
expects to withhold on the portion of its taxable income that is allocable to
Foreign Certificate Owners pursuant to Section 1446 of the Code, as if that
income were effectively connected to a U.S. trade or business, at a rate of 35%
for Foreign Certificate Owners that are taxable as corporations and the highest
individual tax rate for all other Foreign Certificate Owners. Subsequent
adoption of Treasury regulations or the issuance of other administrative
pronouncements may require the trust to change its withholding procedures. In
determining a holder's withholding status, the trust may rely on IRS Form W-8BEN
(or any applicable successor form), IRS Form W-9 or the holder's certification
of nonforeign status signed under penalties of perjury.

     Each Foreign Certificate Owner might be required to file a U.S. individual
or corporate income tax return and pay income tax (including, in the case of a
corporation, the branch profits tax) on its share of the trust's income. Each
Foreign Certificate Owner must obtain a taxpayer identification number from the
IRS and submit that number to the trust on Form W-8BEN (or any applicable
successor form) in order to assure appropriate crediting of the taxes withheld.
A Foreign Certificate Owner would be entitled to file with the IRS a claim for
refund with respect to taxes withheld by the trust, taking the position that no
taxes were due because the trust was not engaged in a U.S. trade or business.
However, payments of a stated rate made (or accrued) to a Foreign Certificate
Owner will be considered guaranteed payments to the extent those payments are
determined without regard to the income of the trust. If these payments are
properly characterized as guaranteed payments, then the certificateholder's
income probably will not be considered "portfolio interest," in which case
Certificate Owners would be subject to United States federal income tax and
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant
to an applicable treaty. In that case, a Foreign


                                       84



Certificate Owner would only be entitled to claim a refund for that portion of
the taxes, if any, in excess of the taxes that should be withheld with respect
to the guaranteed payments.

     Backup Withholding. Payments made on the certificates and proceeds from the
sale of the certificates may be subject to a backup withholding tax if the
Certificate Owner fails to comply with specified identification procedures,
unless the holder is an exempt recipient under applicable provisions of the
Code. We refer you to "--Tax Consequences to Owners of the Notes--Backup
Withholding" above.

     Reportable Transactions. Pursuant to recently enacted legislation, a
penalty in the amount of $10,000 in the case of a natural person and $50,000 in
any other case is imposed on any taxpayer that fails to timely file an
information return with the IRS with respect to a "reportable transaction" (as
defined in Section 6011 of the Code). The rules defining "reportable
transactions" are complex, but include (and are not limited to) transactions
that result in certain losses that exceed threshold amounts. Prospective
investors are advised to consult their own tax advisers regarding any possible
disclosure obligations in light of their particular circumstances.

                             STATE TAX CONSEQUENCES

     The above discussion does not address the tax treatment of any owner trust,
notes, certificates, Note Owners or Certificate Owners under any state or local
tax laws. The activities to be undertaken by the Servicer in servicing and
collecting the Receivables will take place in various states and, therefore,
many different state and local tax regimes potentially apply to different
portions of these transactions. Prospective investors are urged to consult with
their tax advisors regarding the state and local tax treatment of any owner
trust as well as any state and local tax consequences for them purchasing,
holding and disposing of notes or certificates.

     The federal and state tax discussions set forth above may not be applicable
depending upon your particular tax situation. It is suggested that you consult
your tax advisor with respect to the tax consequences to you of the purchase,
ownership, and disposition of notes and certificates, including the tax
consequences under state, local, foreign and other tax laws and the possible
effects of changes in federal or other tax laws.

                              ERISA CONSIDERATIONS

     The notes issued by an owner trust will generally be eligible for purchase
by pension, profit-sharing or other employee benefit plans that are subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), IRAs, Keogh Plans and other plans covered by Section 4975 of the Code
and entities deemed to hold the plan assets of the foregoing (each a "BENEFIT
PLAN"). The "ERISA Considerations" section of each related prospectus supplement
includes a detailed description of the ERISA implications for each series of
notes.

     Below investment grade certificates will not be eligible for any statutory,
regulatory or administrative exemptions from the prohibited transaction rules
under ERISA and the Code. Therefore, such certificates may not be acquired by,
for, or on behalf of, any Benefit Plan. However, investment grade certificates
may be eligible for an administrative exemption from the Department of Labor and
in such event may be purchased by a Benefit Plan, if indicated in the related
prospectus supplement.

                                  UNDERWRITING

     On the terms and conditions set forth in an underwriting agreement with
respect to the notes, if any, of a given series and an underwriting agreement
with respect to the certificates of that series, the depositor will agree to
cause the related trust to sell to the underwriters named in the underwriting
agreements and in the applicable prospectus supplement, and each of those
underwriters will severally agree to purchase, the principal amount of each
class of notes and certificates, as the case may be, of the related series set
forth in the underwriting agreements and in the applicable prospectus
supplement.


                                       85



     In each of the underwriting agreements with respect to any given series of
securities, the several underwriters will agree, subject to the terms and
conditions set forth in the underwriting agreements, to purchase all the notes
and certificates, as the case may be, described in the underwriting agreements
which are offered by this prospectus and by the applicable prospectus supplement
if any of those notes and certificates, as the case may be, are purchased.

     Each prospectus supplement will either (1) set forth the price at which
each class of notes and certificates, as the case may be, being offered by that
prospectus supplement will be offered to the public and any concessions that may
be offered to some dealers participating in the offering of those notes and
certificates or (2) specify that the related notes and certificates, as the case
may be, are to be resold by the underwriters in negotiated transactions at
varying prices to be determined at the time of that sale. After the initial
public offering of those notes and certificates, those public offering prices
and those concessions may be changed.

     Each underwriting agreement will provide that the sponsor and the depositor
will indemnify the underwriters against specified civil liabilities, including
liabilities under the Securities Act, or contribute to payments the several
underwriters may be required to make in respect thereof.

     Each trust may, from time to time, invest the funds in its Accounts in
Eligible Investments acquired from the underwriters or from the depositor.

     Pursuant to each underwriting agreement with respect to a given series of
securities, the closing of the sale of any class of securities subject to that
underwriting agreement will be conditioned on the closing of the sale of all
other classes of securities of that series.

     The place and time of delivery for the securities in respect of which this
prospectus is delivered will be set forth in the applicable prospectus
supplement.

                                 LEGAL OPINIONS

     Certain legal matters relating to the securities of any series will be
passed upon for and a legality opinion relating to the securities of any series
will be delivered in regard to the related trust, the depositor and the servicer
by Alston & Bird LLP, Richards, Layton & Finger, P.A. or such other counsel
specified in the applicable prospectus supplement. In addition, certain United
States federal tax matters will be passed upon for the trust by McKee Nelson LLP
and relating to the notes and other matters will be passed upon for the related
trust by Alston & Bird LLP or such other counsel specified in the applicable
prospectus supplement. Certain legal matters will be passed upon for the
underwriters by McKee Nelson LLP or by such other counsel specified in the
applicable prospectus supplement.


                                       86



                                    GLOSSARY

"ACCOUNTS" means, with respect to any trust, the collective reference to the
collection account, any yield supplement account, any prefunding account, any
payahead account and any reserve fund that may be identified in the applicable
prospectus supplement.

"ADMINISTRATIVE PURCHASE PAYMENT" means with respect to a:

     o    Precomputed Receivable: an amount equal to the sum of:

          o    the sum of: (1) all remaining Scheduled Payments (plus any
               applicable yield maintenance payments), (2) all past due
               Scheduled Payments for which an Advance has not been made, and
               (3) an amount equal to any reimbursements of outstanding Advances
               made to the servicer with respect to such Receivable from
               collections made on or in respect of other Receivables; minus

          o    all Payments Ahead in respect to such Receivable held by the
               servicer or on deposit in the related payahead account; and

     o    Simple Interest Receivable: an amount equal to its unpaid Principal
          Balance, plus interest thereon at a rate equal to the sum of the
          interest rate or Pass Through Rate specified in the related sale and
          servicing agreement and the Servicing Fee Rate to the last day of the
          collection period relating to that purchase.

"ADMINISTRATIVE RECEIVABLE" means each Receivable that is required to be
purchased from a trust by the servicer due to a breach of the required servicing
procedures with respect to that Receivable.

"BUSINESS DAY" means any of a London Business Day, a New York Business Day or a
TARGET Business Day, as applicable.

"CALCULATION DATE" means, with respect to any Interest Determination Date, the
date on which the applicable Base Rate will be calculated.

"CERTIFICATE BALANCE" means, for any class of certificates and as of any payment
date, the original certificate balance of that class (which will be specified in
the related prospectus supplement), as reduced by all amounts distributed on or
prior to that payment date on such class of certificates and allocable to
principal.

"DEALER RECOURSE" means the obligation of the respective Dealer to repurchase
those Receivables that do not meet the required representations and warranties
made by the such Dealer.

"DTC PARTICIPANTS" means entities that participate and are members of the DTC
clearing system.

"ELIGIBLE INSTITUTION," which is a depository institution or trust company:

     o    the short-term unsecured debt obligations of which have a rating of
          "P-1" by Moody's and a rating of "A-1+" by Standard & Poor's; or

     o    having corporate trust powers and organized under the laws of the
          United States, any state thereof, the District of Columbia or the
          Commonwealth of Puerto Rico which has a long-term deposit rating from
          Moody's of at least "Baa3" or from Standard & Poor's of at least
          "BBB-" (or such lower rating as either rating agency shall approve in
          writing).

"EVENT OF DEFAULT" means any of the events of default set forth in the related
indenture, as more fully set forth and listed under "The Notes--the
Indenture--Events of Default; Rights Upon Event of Default" in this prospectus.

"FINANCED VEHICLE" means each new or used Honda and Acura motor vehicle that was
purchased by the related Obligor and which that secures the related Receivable.

"FIXED RATE SECURITIES" means notes or certificates that bear interest at a
fixed rate per annum.

"FLOATING RATE SECURITIES" means notes or certificates that bear interest at a
variable or adjustable rate per annum.


                                       87



"INDEX" means the reference to any measure that is related to (1) the exchange
rates of one or more currencies; (2) the price or prices of specified
commodities; (3) specified stocks, which may be based on U.S. or foreign stocks,
on specified dates specified in the applicable prospectus supplement; (4) any
Base Rate, or (5) another price, interest rate, exchange rate or other financial
index or indices as are described in the applicable prospectus supplement.

"INDEX CURRENCY" means the currency specified in the applicable prospectus
supplement as the currency for which LIBOR will be calculated. If no currency is
specified in the applicable prospectus supplement, the Index Currency will be
United States dollars.

"INDEX MATURITY" means the period to maturity of the instrument or obligation
with respect to which the applicable Base Rate will be calculated.

"INDIRECT DTC PARTICIPANTS" means the entities, such as such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant.

"INSOLVENCY EVENT" means any event of insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings indicating an
entity's insolvency, reorganization pursuant to bankruptcy proceedings or
inability to pay its obligations.

"INTEREST DETERMINATION DATE" means the date on which the applicable interest
rate for one or more classes of Floating Rate Securities will be determined for
the next succeeding Interest Period.

"INTEREST PERIOD" means, the period during which interest will accrue on each
applicable class of securities with respect to a related payment date.

"INTEREST RATE" means the interest rate on a class of notes, to be specified in
the related prospectus supplement.

"INTEREST RESET DATE" means each date on which the rate of interest applicable
to the related Floating Rate Securities will be reset.

"INTEREST RESET PERIOD" means the daily, weekly, monthly, quarterly,
semiannually, annually or other period specified in the related prospectus
supplement until the next applicable Interest Reset Date.

"LONDON BUSINESS DAY" means a day on which commercial banks are open for
business, including dealings in the designated Index Currency in London.

"NEW YORK BUSINESS DAY" means any day other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.

"PASS THROUGH RATE" means the rate of interest on a class of certificates to be
specified in the related prospectus supplement.

"PRECOMPUTED ADVANCE" means the amount required to be advanced by the servicer
with respect to shortfalls in the Scheduled Payment due on a Precomputed
Receivable. See, Description of the Transfer and Servicing Agreements--Advances"
in this prospectus.

"PAYMENTS AHEAD" means any early payments made by or on behalf of Obligors on
Precomputed Receivables.

"PRECOMPUTED RECEIVABLES" means Receivables that make their Scheduled Payments
based on the "actuarial method" described in this prospectus under "The
Receivables--Precomputed Receivables."

"PRINCIPAL BALANCE" means, with respect to any Receivable as of any date, equals
the original principal balance of such Receivable minus the sum of (1) in the
case of a Precomputed Receivable, that portion of all Scheduled Payments due on
or prior to that date allocable to principal, computed in accordance with the
actuarial method, (2) in the case of a Simple Interest Receivable, that portion
of all Scheduled Payments actually received on or prior to that date allocable
to principal, (3) any Warranty Purchase Payment or Administrative Purchase
Payment with respect to the Receivable allocable to principal (to the extent not
included in clauses (1) and (2) above and (4) any Prepayments or other payments
applied to reduce the unpaid principal balance of the Receivable (to the extent
not included in clauses (1), (2) and (3) above).


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"RATING AGENCIES" means the nationally recognized statistical rating
organizations rating the securities as described in the related prospectus
supplement.

"REBATE" means the amount, calculated on an actuarial basis, that would be
payable to an Obligor on a Precomputed Receivable were the related Obligor to
prepay such Receivable in full on the applicable day.

"RECEIVABLES" means the pool of retail installment sale contracts regarding the
Financed Vehicles, between the respective Dealer and the related Obligor.

"REDEMPTION PRICE" means the aggregate unpaid principal amount of the
outstanding notes and certificates on the date of such optional purchase or
auction, as applicable, plus accrued and unpaid interest on the notes and
certificates.

"REQUIRED RATE" means, with respect to any class of Securities, the sum of the
related Pass Through Rate or related Interest Rate plus the Servicing Fee Rate,
each as specified in the applicable prospectus supplement.

"REQUIRED YIELD SUPPLEMENT AMOUNT" means the amount to be set forth in the
related prospectus supplement that is required to be on deposit in a yield
supplement account with respect to any given payment date.

"SIMPLE INTEREST ADVANCE" means the amount required to be advanced by the
servicer with respect to shortfalls in the Scheduled Payment due on a Simple
Interest Receivable. See, Description of the Transfer and Servicing
Agreements--Advances" in this prospectus.

"SERVICER DEFAULT" means the occurrence of any of the events set forth in the
related sale and servicing agreement, as more fully set forth and listed under
"Description of the Transfer and Servicing Agreements--Servicer Default" in this
prospectus.

"SERVICING FEE RATE" means the specified percent per annum to be set forth in
each prospectus supplement that will be used to calculate the Base Servicing Fee
due to the servicer as compensation for services rendered.

"SIMPLE INTEREST RECEIVABLES" means Receivables that make their Scheduled
Payments based on the "simple interest method" described in this prospectus
under "The Receivables--Simple Interest Receivables."

"SPREAD" means is the number of basis points to be added to or subtracted from
the related Base Rate applicable to the applicable Floating Rate Securities.

"SPREAD MULTIPLIER" means the percentage of the related Base Rate applicable to
one or more classes of Floating Rate Securities by which that Base Rate will be
multiplied to determine the applicable interest rate on those classes of
Floating Rate Securities.

"STRIP CERTIFICATES" means any class of certificates entitled either to (1)
payments in respect of principal with disproportionate, nominal or no interest
payments, or (2) interest payments with disproportionate, nominal or no
principal payments.

"SUPPLEMENTAL SERVICING FEE" means the late fees, prepayment charges and other
administrative fees or similar charges allowed by applicable law with respect to
the related Receivables and any interest earned during a collection period from
the investment of monies in the collection account that the servicer is
permitted to retain as additional servicing compensation.

"TARGET BUSINESS DAY" means a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) System is open.

"TRANSFER AND SERVICING AGREEMENTS" means, with respect to any trust, the
collective reference to the related indenture, the sale and servicing agreement,
the administration agreement and the trust agreement.

"TREASURY RATE SECURITY" means a note or certificate whose Base Rate is the
Treasury Rate.


                                       89



"WARRANTY PURCHASE PAYMENT" means with respect to a:

     o    Precomputed Receivable: an amount equal to the sum of:

          o    the sum of: (1) all remaining Scheduled Payments, (2) all past
               due Scheduled Payments for which an Advance has not been made,
               (3) all outstanding Advances made by the servicer in respect of
               such Receivable, and (4) an amount equal to any reimbursements of
               outstanding Advances made to the servicer with respect to such
               Receivable from collections made on or in respect of other
               Receivables; minus

          o    the sum of: (1) of all Payments Ahead in respect to such
               Receivable held by the servicer or on deposit in the related
               payahead account, (2) any Rebate, and (3) any proceeds of the
               liquidation of such Receivable previously received (to the extent
               applied to reduce the Principal Balance of such Receivable); and

     o    Simple Interest Receivable: an amount equal to its unpaid Principal
          Balance, plus interest thereon at a rate equal to the APR to the last
          day of the collection period relating to the repurchase.

"WARRANTY RECEIVABLE" means each Receivable that is required to be repurchased
from a trust due to a breach of a representation or warranty regarding such
Receivable.

"YIELD SUPPLEMENT DEPOSIT" means the amount set forth in each prospectus
supplement that is required to be transferred from the related yield supplement
account to the collection account with respect to Receivables having APRs less
than the Required Rate for the applicable payment date.


                                       90



                    HONDA AUTO RECEIVABLES 2007-2 OWNER TRUST
                                 ISSUING ENTITY

                                 $1,164,460,000
                       ASSET BACKED NOTES, SERIES 2007-2,

                          $262,000,000 CLASS A-1 NOTES

                          $322,000,000 CLASS A-2 NOTES

                          $360,000,000 CLASS A-3 NOTES

                          $220,460,000 CLASS A-4 NOTES

                        AMERICAN HONDA RECEIVABLES CORP.
                                    DEPOSITOR

                       AMERICAN HONDA FINANCE CORPORATION
                 SPONSOR, ORIGINATOR, SERVICER AND ADMINISTRATOR

                                   ----------

                              PROSPECTUS SUPPLEMENT

                                   ----------

                                JOINT BOOKRUNNERS

                                  CREDIT SUISSE
                                      CITI

                                   ----------

                                   CO-MANAGERS

                         BANC OF AMERICA SECURITIES LLC
                                BARCLAYS CAPITAL
                               MERRILL LYNCH & CO.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE DEPOSITOR OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DEPOSITOR OR THE RECEIVABLES
SINCE THE DATE THEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

UNTIL SEPTEMBER __, 2007 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT),
ALL DEALERS EFFECTING TRANSACTIONS IN THE NOTES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.