8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1
to

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2005

HYUNDAI ABS FUNDING CORPORATION

(Exact name of Registrant as Specified in its Charter)

DELAWARE	333-117398	33-0978453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10550 TALBERT AVENUE
FOUNTAIN VALLEY, CALIFORNIA 92708

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (714) 594-1579

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 8.01 OTHER EVENTS

     Attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report are, respectively, (i) the opinion of Mayer, Brown, Rowe & Maw LLP as to the legality of the securities being registered by Hyundai ABS Funding Corporation pursuant to the Securities Act of 1933, as and (ii) the opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibit

Exhibit 5.1 Opinion of Mayer, Brown, Rowe & Maw LLP regarding legality

Exhibit 8.1 Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters

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

HYUNDAI ABS FUNDING CORPORATION
By:	/s/ David A. Hoeller
Name: David A. Hoeller
Title: Vice President & Secretary

Date: June 27, 2005

EXHIBIT INDEX

Item 601(a) of Regulation S-K

Exhibit No.	Description
5.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding legality
8.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters

EX-5.1

Exhibit 5.1

[MAYER BROWN ROWE & MAW LETTERHEAD]

June 27, 2005

Hyundai ABS Funding Corporation
Hyundai Motor Finance Company
Hyundai Auto Receivables Trust
10550 Talbert Avenue
Fountain Valley, California 92708

Re:	Hyundai ABS Funding Corporation
	Hyundai Motor Finance Company
	Hyundai Auto Receivables Trust
	Registration Statement on Form S-3 (No. 333-117398)

Ladies and Gentlemen:

     We have acted as special counsel to Hyundai ABS Funding Corporation, a Delaware corporation (“HAFC”), in connection with the Registration Statement on Form S-3, File No. 333-117398 (together with the exhibits and amendments thereto, the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of $2,246,653,000 of asset backed notes (the “Notes”) and asset backed certificates (the “Certificates,” and together with the Notes, the “Securities”).

     As described in the Registration Statement, the Notes and the Certificates will be issued from time to time in series, with each series being issued by a trust (each, a “Trust”) to be formed by HAFC pursuant to a Trust Agreement (each, as may be amended and restated, the “Trust Agreement”) among HAFC, Hyundai Motor Finance Company, a California corporation (“HMFC”), as administrator and a trustee. For each series, the Notes will be issued pursuant to an Indenture (the “Indenture”) between the related Trust and an indenture trustee (the “Indenture Trustee”), and the Certificates will be issued pursuant to a Trust Agreement.

     We are familiar with the proceedings to date in connection with the proposed authorization, issuance and sale of any series of Notes and Certificates, and in order to express our opinion hereinafter stated we have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, the following documents:

1.	the form of Indenture (including the form of Notes included as exhibits thereto);
2.	the form of Trust Agreement (including the form of Certificates included as exhibits thereto);
3.	the form of Receivables Purchase Agreement between HAFC, as depositor and HMFC, as seller;
4.	the form of Sale and Servicing Agreement among the related Trust, as issuer, HAFC, as depositor, HMFC, as seller and servicer and the related Indenture Trustee;
5.	the form of Owner Trust Administration Agreement among the related Trust, as issuer, HMFC, as administrator and the related Indenture Trustee; and
6.	the form of Underwriting Agreement between HAFC, HMFC and the representative of the several underwriters for each series of Notes.

The documents listed in 1 through 5 above are hereinafter collectively referred to as the “Operative Documents.” Terms used herein without definition have the meanings given to such terms in the Registration Statement. We have also examined such statutes, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

     Based on and subject to the foregoing, we are of the opinion that, with respect to the Certificates and/or Notes, when such Securities have been duly executed and issued by the related Trust and authenticated by the owner trustee for the related Trust with respect to Certificates or the Indenture Trustee with respect to Notes, as applicable, and sold by the Trust, and payment of the agreed consideration for such Securities shall have been received by the Trust, all in accordance with the terms and conditions of the related Operative Documents and the Underwriting Agreement with respect to such Securities and in the manner described in the Registration Statement:

     (i) such Certificates will have been duly authorized by all necessary action of the Trust and will be legally issued, fully paid and nonassessable; and

     (ii) such Notes will have been duly authorized by all necessary action of the Trust and will be legally issued and binding obligations of the Trust and entitled to the benefits afforded by the related Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

     Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein.

Very truly yours,
 

/s/ MAYER, BROWN, ROWE & MAW LLP  

EX-8.1

Exhibit 8.1

[MAYER BROWN ROWE & MAW LETTERHEAD]

June 27, 2005

Hyundai ABS Funding Corporation
Hyundai Motor Finance Company
Hyundai Auto Receivables Trust
10550 Talbert Avenue
Fountain Valley, California 92708

Re:	Hyundai ABS Funding Corporation
	Hyundai Motor Finance Company
	Hyundai Auto Receivables Trust
	Registration Statement on Form S-3 (No. 333-117398)

Ladies and Gentlemen:

     We have acted as special counsel to Hyundai ABS Funding Corporation, a Delaware corporation (“HAFC”), in connection with the Registration Statement on Form S-3, File No. 333-117398 (together with the exhibits and amendments thereto, the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of $2,246,653,000 of asset backed notes (the “Notes”) and asset backed certificates (the “Certificates,” and together with the Notes, the “Securities”).

     As described in the Registration Statement, the Notes and the Certificates will be issued from time to time in series, with each series being issued by a trust (each, a “Trust”) to be formed by HAFC pursuant to a Trust Agreement (each, as may be amended and restated, the “Trust Agreement”) among HAFC, Hyundai Motor Finance Company, a California corporation, as administrator and a trustee. For each series, the Notes will be issued pursuant to an Indenture (the “Indenture”) between the related Trust and an indenture trustee (the “Indenture Trustee”), and the Certificates will be issued pursuant to a Trust Agreement. Terms used herein without definition have the meanings given to such terms in the Registration Statement.

     We hereby confirm that the statements set forth in the Prospectus forming part of the Registration Statement under the headings “Summary of Terms – Tax Status” and “Material United States Federal Income Tax Consequences”, and in the form of the Prospectus Supplement under the headings “Summary of Terms – Tax Status” and “Material United States Federal Income Tax Consequences”, which statements have been prepared by us, to the extent that they

constitute matters of law or legal conclusions with respect thereto relating to federal tax matters, are correct in all material respects, and we hereby confirm and adopt the opinions set forth therein.

     The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein.

Very truly yours,
 

/s/ MAYER, BROWN, ROWE & MAW LLP