Pursuant To Rule 424B5
                                                           File under 333-104875


PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 18, 2005)


                    HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST
                                     Issuer

                        AMERICAN HONDA RECEIVABLES CORP.,
                                     Seller

                       AMERICAN HONDA FINANCE CORPORATION,
                                    Servicer

                        $1,324,875,000 ASSET BACKED NOTES


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

YOU SHOULD REVIEW CAREFULLY THE FACTORS SET FORTH UNDER "RISK BEGINNING ON PAGE
S-15 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 12 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. If any
statements in this prospectus supplement conflict with statements in the
prospectus, the statements in this prospectus supplement will control.

The securities are asset backed securities issued by the trust. The securities
are not obligations of American Honda Receivables Corp., American Honda Finance
Corporation, or any of their respective affiliates. Neither the securities nor
the receivables are insured or guaranteed by any government agency.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THE SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO as NASDAQ. 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
     FACTORS" by new and used 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.

<TABLE>


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

    Class A-1 Notes ...................  $340,000,000     3.42005%      Actual/360      July 18, 2005     June 19, 2006
- ------------------------------------------------------------------------------------------------------------------------------
    Class A-2 Notes ...................  $345,000,000       3.73%         30/360        July 18, 2005    October 18, 2007
- ------------------------------------------------------------------------------------------------------------------------------
    Class A-3 Notes ...................  $440,000,000       3.87%         30/360        July 18, 2005     April 20, 2009
- ------------------------------------------------------------------------------------------------------------------------------
    Class A-4 Notes ...................  $199,875,000       4.03%         30/360        July 18, 2005    December 20, 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
     18th day of each month to (but excluding) the 18th day of the succeeding
     month.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The terms of the offering are as follows:


<TABLE>



- ---------------------------------------------------------------------------------------------------------------------------
                                                            INITIAL PUBLIC            UNDERWRITING        PROCEEDS TO
                                                           OFFERING PRICE(1)            DISCOUNT           SELLER(2)
- ---------------------------------------------------------------------------------------------------------------------------

    Per Class A-1 Note .................................       100.00000%                0.13000%          99.87000%
- ---------------------------------------------------------------------------------------------------------------------------

    Per Class A-2 Note .................................        99.99093%                0.18000%          99.81093%
- ---------------------------------------------------------------------------------------------------------------------------
    Per Class A-3 Note .................................        99.98871%                0.22000%          99.76871%
- ---------------------------------------------------------------------------------------------------------------------------
    Per Class A-4 Note .................................        99.99397%                0.25000%          99.74397%
- ---------------------------------------------------------------------------------------------------------------------------
    Total ..............................................    $1,324,781,980.04         $ 2,530,687.50   $ 1,322,251,292.54
- ---------------------------------------------------------------------------------------------------------------------------
    ----------------
(1)  Plus accrued interest, if any, from June 14, 2005.

(2)  Before deducting expenses payable by the seller, estimated to be $800,000.
     The notes will be delivered in book-entry form only on or about June 14,
     2005.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 FIRST BOSTON                                           CITIGROUP


                                   CO-MANAGERS

BANC OF AMERICA SECURITIES LLC

                              BARCLAYS CAPITAL

                                             DEUTSCHE BANK SECURITIES

                                                                       JPMORGAN


             THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 6, 2005.


                               TABLE OF CONTENTS



<TABLE>

                                                                                            PAGE
                                                                                           -----

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
  SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS .............................................  S-5
SUMMARY OF PARTIES TO THE TRANSACTION ....................................................  S-6
SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS..............................  S-7
SUMMARY OF TERMS .........................................................................  S-8
RELEVANT PARTIES .........................................................................  S-8
   Issuer/Trust ..........................................................................  S-8
   Seller ................................................................................  S-8
   Servicer ..............................................................................  S-8
   Indenture Trustee .....................................................................  S-8
   Owner Trustee .........................................................................  S-8
RELEVANT AGREEMENTS ......................................................................  S-8
   Indenture .............................................................................  S-8
   Trust Agreement .......................................................................  S-8
   Sale and Servicing Agreement ..........................................................  S-8
   Administration Agreement ..............................................................  S-8
   Receivables Purchase Agreement ........................................................  S-8
RELEVANT DATES ...........................................................................  S-8
   Closing Date ..........................................................................  S-8
   Cutoff Date ...........................................................................  S-8
   Payment Dates .........................................................................  S-8
   Final Scheduled Payment Dates .........................................................  S-9
   Record Date ...........................................................................  S-9
DESCRIPTION OF THE SECURITIES ............................................................  S-9
   Offered Notes .........................................................................  S-9
   Securities Not Offered ................................................................  S-9
   Receivables ...........................................................................  S-9
   Terms of the Notes .................................................................... S-10
   Optional Redemption ................................................................... S-12
   Credit Enhancement .................................................................... S-12
   Yield Supplement Account .............................................................. S-13
   Tax Status ............................................................................ S-13
   ERISA Considerations .................................................................. S-14
   Eligibility for Purchase by Money Market Funds ........................................ S-14
   Ratings ............................................................................... S-14
RISK FACTORS ............................................................................. S-15
   Because the trust has limited assets, there is only limited protection against
     potential losses .................................................................... S-15
   Occurrence of events of default under the indenture may result in insufficient
     funds to make payments on your securities ........................................... S-15
   Payment priorities increase risk of loss or delay in payment to certain notes ......... S-15
   The geographic concentration of the obligors and performance of the receivables may
     increase the risk of loss on your investment ........................................ S-16
   Certain obligors' ability to make timely payments on the receivables may be
     adversely affected by extreme weather conditions .................................... S-17
   The potential energy crisis and/or record high oil prices may adversely affect the
     trust's ability to make payments on the notes ....................................... S-17
   The return on your notes could be reduced by shortfalls due to the Servicemembers
     Civil Relief Act .................................................................... S-17
</TABLE>

                                      S-2



<TABLE>

                                                                                            PAGE
                                                                                           -----

   Paid-ahead simple interest contracts may affect the weighted average life of the notes  S-18
   Prepayments on receivables may cause prepayments on the notes, resulting in
     reinvestment risk to you ............................................................ S-19
   Withdrawal or downgrading of the initial ratings of the notes will affect the prices
     for the notes upon resale ........................................................... S-20
   The notes are not suitable investments for all investors .............................. S-20
   AHFC recently experienced difficulties in connection with its servicing system
     conversion .......................................................................... S-20
THE TRUST ................................................................................ S-22
   General ............................................................................... S-22
CAPITALIZATION OF THE TRUST .............................................................. S-23
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE .............................................. S-23
THE RECEIVABLES .......................................................................... S-23
MATURITY AND PREPAYMENT CONSIDERATIONS ................................................... S-27
DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION ................................... S-27
WEIGHTED AVERAGE LIFE OF THE NOTES ....................................................... S-30
NOTE FACTORS ............................................................................. S-36
USE OF PROCEEDS .......................................................................... S-36
THE SELLER AND THE SERVICER .............................................................. S-36
THE NOTES ................................................................................ S-36
   General ............................................................................... S-36
   Payments of Interest .................................................................. S-36
   Payments of Principal ................................................................. S-37
   Events of Default; Rights upon Event of Default ....................................... S-38
   Notices ............................................................................... S-38
   Governing Law ......................................................................... S-38
THE CERTIFICATES ......................................................................... S-38
   General ............................................................................... S-38
   Payments of Interest .................................................................. S-39
   Payments of Principal ................................................................. S-39
   Notices ............................................................................... S-39
   Governing Law ......................................................................... S-39
PAYMENTS ON THE NOTES .................................................................... S-40
   Calculation of Available Amounts ...................................................... S-40
   Payment of Distributable Amounts ...................................................... S-41
CREDIT ENHANCEMENT ....................................................................... S-44
   Subordination ......................................................................... S-44
   Reserve Fund .......................................................................... S-44
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS ..................................... S-46
   The Transfer and Servicing Agreements ................................................. S-46
   Sale and Assignment of Receivables .................................................... S-46
   Accounts .............................................................................. S-46
   Collections ........................................................................... S-46
   Advances .............................................................................. S-47
   Servicing Compensation ................................................................ S-47
   Yield Supplement Account .............................................................. S-48
   Net Deposits .......................................................................... S-48
   Optional Purchase ..................................................................... S-48
   Removal of Servicer ................................................................... S-49
   Duties of the Owner Trustee and the Indenture Trustee ................................. S-49
</TABLE>

                                      S-3



<TABLE>

                                                                                           PAGE
                                                                                          -----

   The Owner Trustee and the Indenture Trustee ........................................... S-50
MATERIAL INCOME TAX CONSEQUENCES ......................................................... S-52
   Tax Characterization of the Trust ..................................................... S-52
   Treatment of the Notes as Indebtedness ................................................ S-52
ERISA CONSIDERATIONS ..................................................................... S-53
UNDERWRITING ............................................................................. S-54
NOTICE TO CANADIAN RESIDENTS ............................................................. S-55
   Resale Restrictions ................................................................... S-55
   Representations of Purchasers ......................................................... S-56
   Rights of Action (Ontario Purchasers) ................................................. S-56
   Enforcement of Legal Rights ........................................................... S-56
   Notice to British Columbia Residents .................................................. S-56
   Taxation and Eligibility for Investment ............................................... S-56
LEGAL OPINIONS ........................................................................... S-56
INDEX OF TERMS ........................................................................... S-57
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 Requirement................s ............  A-3
ANNEX B--FINANCIAL STATEMENTS OF THE TRUST AND INDEPENDENT
 AUDITORS' REPORT ........................................................................  B-1
</TABLE>





















                                      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: (1) the accompanying
prospectus, which provides general information, some of which may not apply to
a particular class of securities, including your class; and (2) this prospectus
supplement, which describes the specific terms of your class of securities.

     IF THE DESCRIPTION OF THE TERMS OF YOUR SECURITIES VARIES BETWEEN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT.

     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 on page S-2 in this prospectus supplement and the Table of Contents on
page 2 in the accompanying prospectus.

     You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under the caption "Index of Terms" beginning
on page S-57 in this prospectus supplement and under the caption "Index of
Terms" beginning on page 95 in the accompanying prospectus.



























                                      S-5


                    SUMMARY OF PARTIES TO THE TRANSACTION*


[GRAPHIC OMITTED]



                              ---------------------
                                     AMERICAN
                                       HONDA
             -----------------        FINANCE
             |                      CORPORATION
             |                    (Originator and
             |                        Servicer)
             |                ---------------------
             |                           |
             |                           |
             |                ---------------------
             |                       AMERICAN
  -----------------                   HONDA
     Servicing of                  RECEIVABLES
     receivables                       CORP.              ---------------------
  -----------------                  (Seller)
             |                ---------------------          Chase Bank USA,
             |                           |                 National Association
             |                           |                   (Owner Trustee)
             |                ---------------------
             |                         HONDA              ---------------------
             |                         AUTO
             |                      RECEIVABLES
              ----------------         2005-3             ---------------------
                                   OWNER TRUST
                                      (Issuer)             The Bank of New York
                              ---------------------         (Indenture Trustee)

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



               CLASS A-1 NOTES
               CLASS A-2 NOTES
               CLASS A-3 NOTES                               CERTIFICATES
                    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*

[GRAPHIC OMITTED]


<TABLE>



- ----------------------------------------                                -------------------------
                                            /---------------
               Servicer                    /   Payments on                     Obligors on
                                           \   Receivables                     Receivables
- ----------------------------------------    \---------------
    |                           ^                                       -------------------------
    |                           |
- --------------------            |
Principal & Interest            |
   on Receivables               |
- --------------------            |
    |                           |                                    ------------------
    |                           |                                  /
    |   -----------------       |                                 /        Yield
    |   Servicer Advances       |                                /       Supplement
    |   -----------------       |            Widthdrawals from  /         Account
    |         |                 |            Yield Supplement  /
    |         |    -----------------         Account          /      ------------------
    |         |    Reimbursements of         -----------------
    |         |    Servicer Advances         |
    |         |    -----------------         |
    |         |                              |
    |         |  -----------------------     |
    |         |         Warranty &           |
    |         |  Administrative Payments     |
    |         |  -----------------------     |
    |         |                 |           /
    v         v                 v          /                           /-------------------------
- ----------------------------------------  /        Withdrawals from   /
                                       <--         Reserve Fund      /           Reserve
         Collection Account                       /------------------              Fund
                                       <---------/
- ----------------------------------------\                          ---->-------------------------
         |                     |         \         Deposits to    /                  |
         |                     |          \        Reserve Fund  /                   |
         |                     |           \       --------------                    |
- --------------------     ------------       \                              ------------------
Interest & Principal      Payments on        \                             Excess monies from
- --------------------     Certificates         \ Excess Interest               Reserve Fund
         |               ------------          -----------------\          ------------------
         |                     |                                 \                   |
         |                     |                                  \                  |
         v                     v                                   \                 v
- -----------------    -------------------                            \   -------------------------
                                                                     -->
                        Certificate
   Noteholders            Holders                                                Seller

- -----------------    -------------------                                -------------------------
</TABLE>



* 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 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
 ISSUER/TRUST ........................... Honda Auto Receivables 2005-3 Owner
                                          Trust.

 SELLER ................................. American Honda Receivables Corp.

 SERVICER ............................... American Honda Finance Corporation.

 INDENTURE TRUSTEE ...................... The Bank of New York.

 OWNER TRUSTEE .......................... Chase Bank USA, National Association.

RELEVANT AGREEMENTS
 INDENTURE .............................. The indenture is between the issuer
                                          and the indenture trustee. The
                                          indenture provides for the terms
                                          relating to the notes.

 TRUST AGREEMENT ........................ The trust agreement is between the
                                          seller and the owner 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
                                          seller. The sale and servicing
                                          agreement governs the transfer of the
                                          receivables by the seller to the trust
                                          and the servicing of the receivables
                                          by the servicer.

 ADMINISTRATION AGREEMENT ............... The administration agreement is among
                                          American Honda Finance Corporation, as
                                          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 AGREEMENT ......... The receivables purchase agreement is
                                          between American Honda Finance
                                          Corporation and the seller. The
                                          receivables purchase agreement governs
                                          the sale of the receivables by
                                          American Honda Finance Corporation to
                                          the seller.

RELEVANT DATES

 CLOSING DATE ........................... Expected to be June 14, 2005.

 CUTOFF DATE ............................ June 1, 2005.

 PAYMENT DATES .......................... The trust will pay interest and
                                          principal on the securities on the
                                          eighteenth day of each month. If the
                                          eighteenth 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
                                          18, 2005.


                                      S-8





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

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

DESCRIPTION OF THE SECURITIES
 OFFERED NOTES .........................  The offered notes consist of the class
                                          A-1 notes, the class A-2 notes, the
                                          class A-3 notes and the class A-4
                                          notes, as described on the cover page.

 SECURITIES NOT OFFERED ................  The trust will also issue
                                          $45,922,951.15 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 seller. Any
                                          information in this prospectus
                                          supplement regarding the certificates
                                          is intended only to give you a better
                                          understanding of the notes.

 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,
                                          also known as the receivables. The
                                          principal balance of the receivables
                                          on June 1, 2005, referred to as the
                                          "cutoff date," was $1,370,797,951.15.
                                          As of the cutoff date, the receivables
                                          had the following characteristics:
<TABLE>



                                          o    number of receivables                       91.781
                                          o    average principal balance               $14,935.53
                                          o    weighted average annual percentage rate      3.93%
                                          o    weighted average remaining term
                                                 to maturity                         48.08 months
                                          o    weighted average original term
                                                 to maturity                         56.34 months
</TABLE>

                                          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.


                                      S-9





 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 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 18,
                                    2005. This means that the interest due on
                                    each payment date will be the product of:
                                    (i) the outstanding principal balance of the
                                    class A-1 notes, (ii) the related interest
                                    rate, and (iii) 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 18th day of each calendar
                                    month to (but excluding) the 18th 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 18, 2005. This means that
                                    the interest due on each payment date will
                                    be the product of: (i) the outstanding
                                    principal balance of the related class of
                                    notes, (ii) the applicable interest rate,
                                    and (iii) 30 (or, in the case of the first
                                    payment date, 34) divided by 360.

                                    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":

                                        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;


                                      S-10



                                        3.  the principal balance of each
                                            receivable which the seller or the
                                            servicer purchased with respect to
                                            the prior calendar month; and

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

                                    Principal payments on the notes as described
                                    above will be made from all available
                                    amounts after the servicing fee,
                                    non-recoverable advances and trust fees and
                                    expenses have been paid and after payment of
                                    interest on the notes.

                                    o   The noteholders' percentage will equal
                                        100% until the principal amount of the
                                        class A-1 notes has been paid in full.
                                        After the principal amount of the class
                                        A-1 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-2, 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-2,
                                        class A-3 and class A-4 notes and the
                                        initial aggregate principal amount of
                                        the certificates. After the class A-1,
                                        class A-2, class A-3 and class A-4 notes
                                        have been paid in full, the noteholders'
                                        percentage shall be zero.

                                    o   Order of payment among classes: 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.

                                    However, upon the acceleration of the notes
                                    following an event of default, the
                                    noteholders' percentage 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.

                                    o   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 refer you to "Payments on the
                                    Notes--Calculation of Available Amounts" in
                                    this prospectus supplement for more detailed
                                    information regarding payments of principal
                                    on the notes.



                                      S-11




 OPTIONAL REDEMPTION .............  The servicer may cause the trust to redeem
                                    any outstanding securities 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 losses on the
                                    receivables and other shortfalls in cash
                                    flows. The credit enhancement for the notes
                                    will include the certificates, the reserve
                                    fund and the subordination of the seller's
                                    right to receive excess interest.

                                    CERTIFICATES:

                                    The certificates have an initial principal
                                    balance of $45,922,951.15 and represent
                                    approximately 3.35% 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 and the reserve
                                    fund has been funded to its required level.

                                    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.

                                    On the closing date, the seller will cause
                                    to be deposited $6,853,989.76 into the
                                    reserve fund, which is 0.50% 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.

                                    For more detailed information about the
                                    reserve fund, we refer you to "Credit
                                    Enhancement--Reserve Fund" in this
                                    prospectus supplement.
















                                      S-12




                                    EXCESS INTEREST:

                                    The seller is entitled to receive payments
                                    of interest collected on the receivables
                                    which are not used by the trust to make
                                    other required payments. The seller's right
                                    to receive this excess interest is
                                    subordinated to the payment of servicing and
                                    trust fees, the payment of nonrecoverable
                                    advances, the payment of principal and
                                    interest on the notes, the funding of the
                                    reserve fund and the payment of principal
                                    and interest on the certificates.

 YIELD SUPPLEMENT ACCOUNT ........  On the closing date, the seller will cause
                                    to be deposited $51,925,384.50 into the
                                    yield supplement account. Neither the seller
                                    nor the servicer will make any additional
                                    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 an amount that will be
                                    not less than 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
                                    5.50% exceeds (2) one month's interest on
                                    the principal balance of each such discount
                                    receivable (other than a discount receivable
                                    that is a defaulted 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 or equal to 5.50%.

                                    For detailed information about the yield
                                    supplement account, we refer you to
                                    "Description of the Transfer and Servicing
                                    Agreements--Yield Supplement Account" in
                                    this prospectus supplement.

 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:

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

                                    2.  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.


                                      S-13



                                    If you purchase the notes, you will agree to
                                    treat the notes as debt. The seller 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 other retirement
                                    arrangements, 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  The class A-1 notes will be eligible for
  MARKET FUNDS ...................  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 Standard & Poor's
                                    Ratings Services, a division of The
                                    McGraw-Hill Companies, Inc., Moody's
                                    Investors Service, Inc. and Fitch Ratings:

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



                                      S-14


                                  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
ASSETS, THERE IS ONLY LIMITED           source of funds for payments on the
PROTECTION AGAINST POTENTIAL LOSSES.    securities. The securities are not
                                        obligations of, and will not be insured
                                        or guaranteed by, any governmental
                                        agency or the seller, 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.
                                        If the entire reserve fund and the yield
                                        supplement account have been used, the
                                        trust will depend solely on current
                                        collections on the receivables to make
                                        payments on the notes. Any excess
                                        amounts released from the reserve fund
                                        to the seller will no longer be
                                        available to securityholders on any
                                        later payment date. We refer you to
                                        "Credit Enhancement--Reserve Fund" in
                                        this prospectus supplement.

OCCURRENCE OF EVENTS OF DEFAULT         Payment defaults or the insolvency or
UNDER THE INDENTURE MAY RESULT IN       dissolution of the seller may result in
INSUFFICIENT FUNDS TO MAKE              prepayment of the securities, which may
PAYMENTS ON YOUR SECURITIES.            result in losses. If the trust fails to
                                        pay principal 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, as set
                                        forth in the prospectus under "The
                                        Notes--Indenture--Events of Default;
                                        Rights Upon Events of Default." 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.

PAYMENT PRIORITIES INCREASE RISK OF     Classes of notes that receive principal
LOSS OR DELAY IN PAYMENT TO CERTAIN     payments before other classes will be
NOTES.                                  repaid 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
                                        designation 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


                                      S-15




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

                                          o  unemployment,

                                          o  interest rates,

                                          o  inflation rates, and

                                          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            18.50%
                                           Texas                  7.90%
                                           New York               6.45%
                                           Florida                5.60%
                                           New Jersey             5.56%
                                           Pennsylvania           5.37%

                                        No other state, by billing address,
                                        constituted more than 4.54% of the
                                        aggregate principal balance of the
                                        receivables as of the cutoff date.


                                      S-16


                                        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 MAKE       Extreme weather conditions, such as the
TIMELY PAYMENTS ON THE RECEIVABLES      recent severe hurricanes in Florida and
MAY BE ADVERSELY AFFECTED BY            the southeastern United States, and the
EXTREME WEATHER CONDITIONS.             flooding that occurred in July 2002 in
                                        the State of Texas and in January 2005
                                        in the State of California could cause
                                        substantial business 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 AND/OR      Since 2001, California has experienced
RECORD HIGH OIL PRICES MAY ADVERSELY    intermittent energy shortages that have
AFFECT THE TRUST'S ABILITY TO MAKE      resulted in unpredictable rolling
PAYMENTS ON THE NOTES.                  blackouts and higher energy costs. This
                                        potential crisis could someday spread to
                                        other states and affect the entire
                                        nation. In addition, in recent months
                                        the cost of crude oil has 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, or
BE REDUCED BY SHORTFALLS DUE            the Relief Act, provides relief to
TO THE SERVICEMEMBERS CIVIL             obligors who enter active military
RELIEF ACT.                             service and 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 high 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


                                      S-17




                                        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. 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.

PAID-AHEAD SIMPLE INTEREST              If an obligor on a simple interest
CONTRACTS MAY AFFECT THE WEIGHTED       contract makes a payment on the contract
AVERAGE LIFE OF THE NOTES.              ahead of schedule (for example, because
                                        the obligor 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 notes will generally shorten the
                                        weighted average life of the notes.
                                        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 notes 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.




                                      S-18



                                        AHFC'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.

PREPAYMENTS ON RECEIVABLES MAY          You may receive payment of principal on
CAUSE PREPAYMENTS ON THE NOTES,         your notes earlier than you expected. If
RESULTING IN REINVESTMENT RISK TO       that happens, you may not be able to
YOU.                                    reinvest the 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
                                        seller or the servicer. For example, the
                                        seller 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
                                        seller 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.

                                        The rate of prepayments on the
                                        receivables may be influenced by a
                                        variety of economic, social and other
                                        factors. The seller cannot predict the
                                        actual prepayment rates for the
                                        receivables. The seller, 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.


                                      S-19




WITHDRAWAL OR DOWNGRADING OF THE        A security rating is not a
INITIAL RATINGS OF THE NOTES WILL       recommendation to buy, sell or hold
AFFECT THE PRICES FOR THE NOTES UPON    securities. Similar ratings on different
RESALE.                                 types of securities do not necessarily
                                        mean the same thing. You should analyze
                                        the significance of each rating
                                        independently from any other rating. 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
INVESTMENTS FOR ALL INVESTORS.          for any 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.

AHFC RECENTLY EXPERIENCED               In mid-2004, AHFC implemented a new
DIFFICULTIES IN CONNECTION WITH ITS     servicing computer system designed to
SERVICING SYSTEM CONVERSION.            improve operating efficiency,
                                        consolidate operations into a single
                                        servicing system and enhance customer
                                        services. In connection with the
                                        conversion process, AHFC experienced
                                        system difficulties. There were
                                        disruptions in servicing activities both
                                        during and following roll-out of the new
                                        system caused by, among other things,
                                        periods of system down-time, periods
                                        devoted to user training, slow response
                                        times, and extremely high volumes of
                                        incoming calls from customers with
                                        questions about new statements or errors
                                        on statements received. The heavy burden
                                        on the telephone system AHFC experienced
                                        during August, 2004 resulted in
                                        increased telephone problems and
                                        overflow calls were routinely re-routed
                                        to the collection department in order to
                                        assist the customer service department.
                                        As a result, collectors were not able to
                                        make their requisite collection calls.
                                        These and other implementation related
                                        difficulties have contributed to higher
                                        delinquencies beginning in July, and
                                        resulted in higher charge-offs in the
                                        third and fourth quarters of 2004. One
                                        feature of the new system is an
                                        automatic charge-off of all receivables
                                        in excess of 120 days delinquent, with
                                        reversals occurring subsequently to the
                                        extent payments are received on a later
                                        date. In AHFC's previous system,
                                        appropriate servicing officers had the
                                        discretion to delay such charge-offs
                                        pending a reasonably expected borrower
                                        payment, impending vehicle sale
                                        proceeds, receipt of insurance proceeds
                                        or another expected payment. Beginning
                                        on August 2, 2004, AHFC now
                                        automatically charges-off all
                                        receivables at 120 days delinquent. As a
                                        result, there was a sudden increase in
                                        such defaulted receivables being
                                        charged-off on August 2, 2004. This
                                        feature only affected statistics
                                        reported on a total managed portfolio
                                        basis and not the servicer reporting for
                                        individual securitization trusts which
                                        already require and report charge-offs
                                        in full at 120 days delinquency.



                                      S-20



                                        Delinquencies and charge-offs were being
                                        monitored daily by management. While the
                                        reallocation of resources relating to
                                        this system conversion is substantially
                                        complete, AHFC continues to review and
                                        refine current processes and deploy
                                        additional technology in an effort to
                                        improve operating efficiencies and
                                        minimize the disruption of operations.

                                        The system conversion adversely affected
                                        delinquencies and credit losses on the
                                        receivables through the beginning of
                                        2005. However, management believes this
                                        trend has reversed and current loss and
                                        delinquencies are back to expected
                                        levels. If any such delays in payment or
                                        credit losses on the receivables
                                        included in the trust continue to be
                                        greater than you anticipated, the yield
                                        on your class of notes would be
                                        adversely affected and, if any losses
                                        exceed the available credit
                                        enhancements, you may suffer a loss.























                                      S-21


                                    THE TRUST


GENERAL


     The Honda Auto Receivables 2005-3 Owner Trust (the "Trust") is a Delaware
statutory trust that was formed pursuant to the trust agreement (the "Trust
Agreement") between American Honda Receivables Corp., as seller (the "Seller")
and Chase Bank USA, National Association, as owner trustee (the "Owner
Trustee"). After its formation, the Trust will not engage in any activity other
than:

     1.   acquiring, holding and managing the Receivables and the other assets
          of the Trust and proceeds from those assets;

     2.   issuing the notes and the certificates;

     3.   making payments on the notes and the certificates; and

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

     On the Closing Date, the Trust will be capitalized with an amount equal to
the certificate balance of $45,922,951.15 (the "Initial Certificate Balance"),
excluding amounts deposited in the Reserve Fund. The certificates will be
retained by the Seller. 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 Seller pursuant to the sale and servicing agreement among
the Issuer, the Servicer and the Seller (the "Sale and Servicing Agreement")
and to fund the Reserve Fund and the Yield Supplement Account.

     American Honda Finance Corporation ("AHFC") will be appointed to act as
the servicer of the Receivables (in that capacity, the "Servicer"). The
Servicer will service the Receivables pursuant to the Sale and Servicing
Agreement, the Administration Agreement and the Trust 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.

     Pursuant to agreements between AHFC and the Dealers, 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 Obligors or
the collectability of those contracts. Although the Dealer Agreements with
respect to the Receivables will not be assigned to the Issuer, 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.

     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 Cutoff Date. The Reserve Fund
will be maintained by the Indenture Trustee for the benefit of the Noteholders
and the Yield Supplement Account will be maintained for the benefit of the
Noteholders and the Certificateholders.

     The Trust will be located in the State of Delaware and administered in the
State of Delaware, in care of Chase Bank USA, National Association, as Owner
Trustee, at the address set forth below under "The Owner Trustee and the
Indenture Trustee."


                                      S-22


                          CAPITALIZATION OF THE TRUST

     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 .....................   $   340,000,000.00
      Class A-2 Notes .....................   $   345,000,000.00
      Class A-3 Notes .....................   $   440,000,000.00
      Class A-4 Notes .....................   $   199,875,000.00
      Certificates ........................   $    45,922,951.15
                                              ------------------
       Total ..............................   $ 1,370,797,951.15
                                              ==================


     In addition, the audited balance sheet of the Trust has been attached as
Annex B to this prospectus supplement.


                  THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

     Chase Bank USA, National Association is the owner trustee under the Trust
Agreement (the "Owner Trustee"). Chase Bank USA, National Association is a
national banking association and its corporate trust offices are located at (i)
for purposes of the transfer or surrender of Certificates, 4 New York Plaza,
15th Floor, New York, New York 10004, attention: Worldwide Securities Services:
Honda Auto Receivables 2005-3, and (ii) for all other purposes, 500 Stanton
Christiana Road, 3/OPS 4, Newark, Delaware 19713, attention: Worldwide
Securities Services: Honda Auto Receivables 2005-3. The Seller and its
affiliates may maintain normal commercial banking relations with the Owner
Trustee and its affiliates.

     The Bank of New York is the indenture trustee under the Indenture (the
"Indenture Trustee" and together with the Owner Trustee, the "Trustees"). The
principal executive offices of The Bank of New York are located at 101 Barclay
Street, Floor 8 West, New York, New York 10286. The Seller and its affiliates
may maintain normal commercial banking relations with the Indenture Trustee and
its affiliates.


                                THE RECEIVABLES

     The property of the Trust will consist of a pool of retail installment
sale contracts (the "Receivables") originated on or after August 22, 2000,
between Honda and Acura dealers (the "Dealers") and retail purchasers (the
"Obligors"). 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 new or used
Honda and Acura motor vehicles (the "Financed Vehicles") and all principal and
interest payments made on or after June 1, 2005 (the "Cutoff Date") and other
property specified in the Receivables.

     AHFC purchased the Receivables from the Dealers in the ordinary course of
business in accordance with AHFC's underwriting standards. On or before the
date of the initial issuance of the securities (the "Closing Date"), AHFC will
sell the Receivables to the Seller. The Seller will, in turn, sell the
Receivables to the Trust on the Closing Date pursuant to the Sale and Servicing
Agreement. AHFC will continue to service the Receivables. 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. These criteria
provide that each Receivable:

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

     2.   has a contractual Annual Percentage Rate ("APR") ranging from 1.00% to
          17.24%;


                                      S-23


     3.   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;

     4.   has a remaining term to maturity of not less than 6 months and not
          more than 58 months;

     5.   is less than 30 days past due;

     6.   was originated on or after August 22, 2000, and on or prior to
          February 28, 2005;

     7.   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

     8.   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 Securityholders will
be utilized in selecting the Receivables from qualifying retail installment
sale contracts. Except as described in item (2) 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.


                        COMPOSITION OF THE RECEIVABLES

<TABLE>



Aggregate Principal Balance .......................................................         $1,370,797,951.15
Number of Receivables .............................................................                    91,781
Average Principal Balance .........................................................                $14,935.53
Average Original Amount Financed ..................................................                $17,886.12
Range of Original Amount Financed  ................................................   $2,957.75 to $59,228.67
Weighted Average APR(1) ...........................................................                     3.93%
Range of APRs .....................................................................           1.00% to 17.24%
Weighted Average Original Term to Maturity(1) .....................................              56.34 months
Range of Original Terms to Maturity ...............................................    20 months to 60 months
Weighted Average Remaining Term to Maturity(1) ....................................              48.08 months
Range of Remaining Terms to Maturity ..............................................     6 months to 58 months
Percentage by Principal Balance of Receivables of New Motor Vehicles ..............                    81.72%
Percentage by Principal Balance of Receivables of Used Motor Vehicles .............                    18.28%
Percentage by Principal Balance of Receivables Financed through Honda Dealers .....                    91.06%
Percentage by Principal Balance of Receivables Financed through Acura Dealers .....                     8.94%
</TABLE>

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












                                      S-24


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

<TABLE>

                                             PERCENTAGE
                                            OF AGGREGATE                              PERCENTAGE
                           NUMBER OF       NUMBER OF               INITIAL            OF INITIAL
RANGE OF APRS (%)           RECEIVABLES      RECEIVABLES         POOL BALANCE        POOL BALANCE
- ------------------------   -------------   --------------   ---------------------   -------------

0.00 to 1.00 ...........            4            0.00%      $        53,459.41          0.00%
1.01 to 2.00 ...........       31,465           34.28           434,584,768.54          31.70
2.01 to 3.00 ...........       17,904           19.51           260,379,962.54          18.99
3.01 to 4.00 ...........        5,111            5.57            86,916,998.97           6.34
4.01 to 5.00 ...........       19,273           21.00           292,711,751.96          21.35
5.01 to 6.00 ...........        7,514            8.19           128,784,312.89           9.39
6.01 to 7.00 ...........        3,828            4.17            64,499,969.19           4.71
7.01 to 8.00 ...........        1,668            1.82            26,341,350.58           1.92
8.01 to 9.00 ...........        1,475            1.61            23,236,635.85           1.70
9.01 to 10.00 ..........        1,810            1.97            28,023,292.05           2.04
10.01 to 11.00 .........        1,242            1.35            18,924,236.32           1.38
11.01 to 12.00 .........          341            0.37             4,573,827.66           0.33
12.01 to 13.00 .........           93            0.10             1,150,477.36           0.08
13.01 to 14.00 .........           37            0.04               462,860.59           0.03
14.01 to 15.00 .........            9            0.01                89,889.45           0.01
15.01 to 16.00 .........            3            0.00                21,857.55           0.00
16.01 to 17.00 .........            2            0.00                23,038.19           0.00
17.01 to 18.00 .........            2            0.00                19,262.05           0.00
                               ------          ------       ------------------         ------
TOTAL ..................       91,781          100.00%      $ 1,370,797,951.15         100.00%
                               ======          ======       ==================         ======
</TABLE>


















                                      S-25


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

<TABLE>

                                         PERCENTAGE
                                        OF AGGREGATE                          PERCENTAGE
                         NUMBER OF        NUMBER OF          INITIAL          OF INITIAL
STATE                     RECEIVABLES    RECEIVABLES       POOL BALANCE      POOL BALANCE
- ------------------------ ------------- -------------- --------------------- -------------

Alabama ................      1,260          1.37%     $    19,314,489.73         1.41%
Alaska .................         43          0.05              657,646.09         0.05
Arizona ................      1,516          1.65           22,486,900.41         1.64
Arkansas ...............        726          0.79           10,965,421.13         0.80
California .............     16,572         18.06          253,659,899.85        18.50
Colorado ...............      1,070          1.17           16,099,733.54         1.17
Florida ................      5,029          5.48           76,773,346.98         5.60
Georgia ................      3,165          3.45           49,970,918.28         3.65
Hawaii .................        383          0.42            5,653,234.37         0.41
Idaho ..................        184          0.20            2,735,035.30         0.20
Illinois ...............      4,033          4.39           62,232,657.91         4.54
Indiana ................      1,109          1.21           16,482,264.45         1.20
Iowa ...................        324          0.35            4,448,996.19         0.32
Kansas .................        489          0.53            7,089,205.10         0.52
Kentucky ...............        808          0.88           11,558,025.19         0.84
Louisiana ..............      1,356          1.48           20,926,001.83         1.53
Maryland ...............      3,387          3.69           52,194,499.70         3.81
Massachusetts ..........      2,584          2.82           34,239,418.61         2.50
Michigan ...............      1,560          1.70           22,578,494.61         1.65
Minnesota ..............        775          0.84           10,757,891.46         0.78
Mississippi ............        486          0.53            7,176,913.90         0.52
Missouri ...............      1,418          1.54           20,889,503.79         1.52
Montana ................        102          0.11            1,366,502.39         0.10
Nebraska ...............        332          0.36            4,870,515.26         0.36
Nevada .................        440          0.48            6,981,177.61         0.51
New Hampshire ..........        511          0.56            6,581,441.91         0.48
New Jersey .............      5,301          5.78           76,169,463.01         5.56
New Mexico .............        288          0.31            4,276,575.81         0.31
New York ...............      6,180          6.73           88,376,957.74         6.45
North Carolina .........      3,015          3.28           45,842,050.69         3.34
North Dakota ...........        100          0.11            1,473,975.31         0.11
Ohio ...................      3,558          3.88           48,690,043.42         3.55
Oklahoma ...............        755          0.82           10,867,437.15         0.79
Oregon. ................        807          0.88           11,381,826.67         0.83
Pennsylvania ...........      5,229          5.70           73,666,858.17         5.37
Rhode Island ...........        281          0.31            3,923,216.67         0.29
South Carolina .........      1,191          1.30           17,833,886.66         1.30
South Dakota ...........        142          0.15            1,945,733.20         0.14
Tennessee ..............      2,217          2.42           34,843,433.65         2.54
Texas ..................      6,712          7.31          108,326,716.57         7.90
Utah ...................        377          0.41            5,517,472.38         0.40
Vermont ................        205          0.22            2,886,438.79         0.21
Virginia ...............      3,151          3.43           48,823,201.99         3.56
Washington .............      1,432          1.56           21,041,397.12         1.53
West Virginia ..........        200          0.22            3,187,459.59         0.23
Wisconsin ..............        912          0.99           12,079,370.58         0.88
Wyoming ................         66          0.07              954,300.39         0.07
                             ------        ------      ------------------       ------
TOTAL ..................     91,781        100.00%     $ 1,370,797,951.15       100.00%
                             ======        ======      ==================       ======
</TABLE>

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















                                      S-26


                    MATURITY AND PREPAYMENT CONSIDERATIONS

     Information regarding maturity and prepayment considerations with respect
to the securities is set forth under "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 as otherwise
provided in this prospectus supplement, 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. In addition, no principal payments will be made on the
certificates until the class A-1 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 than their respective final scheduled Payment Dates set
forth on the front cover (each, a "Final Scheduled Payment Date") in this
prospectus supplement. Securityholders will bear the risk of being able to
reinvest principal payments on the securities 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 Receivables, will
be similar to that set forth below.

     Contracts funded and serviced by AHFC have experienced significantly
increased delinquency rates during the preceding 18 months. Repossession and
credit loss experience with respect to such contracts have also increased
during the same period. Increased delinquency and credit losses are
significantly influenced by the combined impact of a number of factors,
including, among other things, lower used vehicle prices, a larger percentage
of the servicing portfolio that consists of used vehicle financings, and
continued general economic weakness. Lower used vehicle prices contributed to
increases in credit loss severity and the continuation of manufacturer
incentives on new vehicles is considered to be a significant contributor to
decreased used vehicle prices. The current pressure on used vehicle prices is
expected to continue through the middle of calendar year 2005. Continued


                                      S-27


economic weakness as reflected in increased unemployment and personal
bankruptcy filings, in the United States, has also contributed, in part, to
AHFC's increased delinquencies and frequency of credit losses. The above
enumerated factors are expected to continue to impact AHFC's servicing
portfolio into 2005.

     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 the reporting periods is
based on the number of days more than 10% of a scheduled payment on a
cumulative basis is contractually past due.

<TABLE>

                                                                     DELINQUENCY EXPERIENCE(1)(5)
                                                                        (DOLLARS IN THOUSANDS)
                                                                             AT MARCH 31,
                                          -----------------------------------------------------------------------------------
                                                2005             2004             2003             2002             2001
                                          ---------------- ---------------- ---------------- ---------------- ---------------

Principal Amount Outstanding(2) .........   $ 21,675,813     $ 19,182,852     $ 14,951,026     $ 11,247,959     $ 8,108,877
 Delinquencies(3)
 30-59 Days .............................   $    222,962     $    166,140     $    132,063     $     73,754     $    57,434
 60-89 Days .............................         32,616           20,744           20,066           10,932           8,560
 90 Days or More ........................          8,173            8,175            6,444            4,814           2,745
 Repossessions(4) .......................         38,698           39,621           34,003           24,623          12,027
                                            ------------     ------------     ------------     ------------     -----------
Total Delinquencies and
 Repossession ...........................   $    302,448     $    234,680     $    192,575     $    114,124     $    80,766
Total Delinquencies and
 Repossessions as a Percentage of
 Principal Amount Outstanding ...........           1.40%            1.22%            1.29%            1.01%           1.00%
</TABLE>

- ---------------------
(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-28



<TABLE>

                                                           NET CREDIT LOSS AND REPOSSESSION EXPERIENCE(1)(6)
                                                                        (DOLLARS IN THOUSANDS)
                                                                  FOR THE FISCAL YEAR ENDED MARCH 31,
                                          -----------------------------------------------------------------------------------
                                                2005             2004             2003             2002             2001
                                          ---------------- ---------------- ---------------- ---------------- ---------------

Principal Amount Outstanding(2) .........   $ 21,675,813     $ 19,182,852     $ 14,951,026     $ 11,247,959     $ 8,108,877
Average Principal Amount
 Outstanding(3) .........................   $ 20,560,013     $ 17,534,004     $ 13,304,416     $ 10,080,855     $ 7,314,872
Number of Contracts Outstanding .........      1,676,573        1,494,783        1,211,052          965,964         729,029
Average Number of Contracts
 Outstanding(3) .........................      1,594,579        1,374,183        1,096,382          873,496         654,200
Number of Repossessions .................         16,551           13,701            9,647            5,736           4,131
Number of Repossessions as a
 Percentage of the Average
 Number of Contracts
 Outstanding(3) .........................           1.04%            1.00%            0.88%            0.66%           0.63%
Gross Charge-Offs(4) ....................   $    177,080     $    126,415     $     86,215     $     45,967     $    28,443
Recoveries(5) ...........................   $     59,908     $     36,989     $     23,344     $     14,988     $    12,383
                                            ------------     ------------     ------------     ------------     -----------
Net Losses ..............................   $    117,172     $     89,426     $     62,871     $     30,979     $    16,060
Net Losses as a Percentage of
 Average Principal Amount
 Outstanding(3) .........................           0.57%            0.51%            0.47%            0.31%           0.22%
</TABLE>

- ---------------------
(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.



















                                      S-29


                      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.
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 tables captioned "Percentage of Initial Class A Note Principal at
Various ABS Percentages" (the "ABS Tables") have been prepared on the basis of
the characteristics of the Receivables described under "The Receivables Pool".
The ABS Tables assume that (1) the Receivables prepay in full at the specified
constant percentage of ABS monthly, with no defaults, losses or repurchases,
(2) 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, (3)
payments are made on the notes on each Payment Date (and each such date is
assumed to be the eighteenth day of each applicable month), (4) the balance in
the Reserve Fund on each Payment Date is the required amount described under
"Credit Enhancement--Reserve Fund" and (5) 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, 2005. 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.

<TABLE>

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

1 .............  $     1,839,469.35      2.438%           10           16             26
2 .............  $    67,412,559.24      2.140%           21           14             35
3 .............  $   135,879,442.01      3.057%           30           12             42
4 .............  $   284,965,586.24      3.950%           43           14             57
5 .............  $   880,700,894.31      4.199%           55            5             60
                 ------------------
Total .........  $ 1,370,797,951.15
                 ==================
</TABLE>

     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. 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


                                      S-30


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.


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

<TABLE>

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, 2005 ....................................      89.58        87.34        85.89        84.87        83.82        82.14
August, 2005 ..................................      79.22        74.84        72.00        70.02        67.95        64.67
September, 2005 ...............................      68.93        62.49        58.34        55.43        52.39        47.60
October, 2005 .................................      58.70        50.31        44.90        41.11        37.16        30.91
November, 2005 ................................      48.53        38.29        31.68        27.06        22.24        14.62
December, 2005 ................................      38.42        26.43        18.69        13.28         7.64         0.00
January, 2006 .................................      28.38        14.73         5.93         0.00         0.00         0.00
February, 2006 ................................      18.40         3.20         0.00         0.00         0.00         0.00
March, 2006 ...................................       8.49         0.00         0.00         0.00         0.00         0.00
April, 2006 ...................................       0.00         0.00         0.00         0.00         0.00         0.00
Weighted Average Life (years) (1)(2) ..........       0.46         0.39         0.36         0.34         0.32         0.29
Weighted Average Life (years) (1)(3) ..........       0.46         0.39         0.36         0.34         0.32         0.29
</TABLE>

- ----------
(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.

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-31


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

<TABLE>

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, 2005 ....................................     100.00       100.00       100.00       100.00       100.00       100.00
August, 2005 ..................................     100.00       100.00       100.00       100.00       100.00       100.00
September, 2005 ...............................     100.00       100.00       100.00       100.00       100.00       100.00
October, 2005 .................................     100.00       100.00       100.00       100.00       100.00       100.00
November, 2005 ................................     100.00       100.00       100.00       100.00       100.00       100.00
December, 2005 ................................     100.00       100.00       100.00       100.00       100.00        98.80
January, 2006 .................................     100.00       100.00       100.00        99.79        93.75        84.20
February, 2006 ................................     100.00       100.00        93.78        87.33        80.61        69.99
March, 2006 ...................................     100.00        92.31        82.20        75.13        67.78        56.15
April, 2006 ...................................      98.72        81.76        70.83        63.20        55.25        42.69
May, 2006 .....................................      89.55        71.41        59.73        51.56        43.07        29.65
June, 2006 ....................................      80.45        61.22        48.84        40.19        31.20        16.99
July, 2006 ....................................      71.41        51.19        38.17        29.08        19.63         4.71
August, 2006 ..................................      62.43        41.31        27.73        18.24         8.38         0.00
September, 2006 ...............................      53.51        31.59        17.50         7.66         0.00         0.00
October, 2006 .................................      44.65        22.03         7.49         0.00         0.00         0.00
November, 2006 ................................      35.86        12.63         0.00         0.00         0.00         0.00
December, 2006 ................................      27.13         3.39         0.00         0.00         0.00         0.00
January, 2007 .................................      18.46         0.00         0.00         0.00         0.00         0.00
February, 2007 ................................       9.85         0.00         0.00         0.00         0.00         0.00
March, 2007 ...................................       1.31         0.00         0.00         0.00         0.00         0.00
April, 2007 ...................................       0.00         0.00         0.00         0.00         0.00         0.00
Weighted Average Life (years) (1)(2) ..........       1.34         1.15         1.05         0.99         0.93         0.85
Weighted Average Life (years) (1)(3) ..........       1.34         1.15         1.05         0.99         0.93         0.85
</TABLE>

- ----------
(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.

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-32


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

<TABLE>

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, 2005 ....................................     100.00       100.00       100.00       100.00       100.00       100.00
August, 2005 ..................................     100.00       100.00       100.00       100.00       100.00       100.00
September, 2005 ...............................     100.00       100.00       100.00       100.00       100.00       100.00
October, 2005 .................................     100.00       100.00       100.00       100.00       100.00       100.00
November, 2005 ................................     100.00       100.00       100.00       100.00       100.00       100.00
December, 2005 ................................     100.00       100.00       100.00       100.00       100.00       100.00
January, 2006 .................................     100.00       100.00       100.00       100.00       100.00       100.00
February, 2006 ................................     100.00       100.00       100.00       100.00       100.00       100.00
March, 2006 ...................................     100.00       100.00       100.00       100.00       100.00       100.00
April, 2006 ...................................     100.00       100.00       100.00       100.00       100.00       100.00
May, 2006 .....................................     100.00       100.00       100.00       100.00       100.00       100.00
June, 2006 ....................................     100.00       100.00       100.00       100.00       100.00       100.00
July, 2006 ....................................     100.00       100.00       100.00       100.00       100.00       100.00
August, 2006 ..................................     100.00       100.00       100.00       100.00       100.00        94.37
September, 2006 ...............................     100.00       100.00       100.00       100.00        97.99        85.34
October, 2006 .................................     100.00       100.00       100.00        97.92        89.66        76.62
November, 2006 ................................     100.00       100.00        98.20        90.04        81.57        68.21
December, 2006 ................................     100.00       100.00        90.71        82.38        73.73        60.10
January, 2007 .................................     100.00        95.54        83.39        74.93        66.14        52.30
February, 2007 ................................     100.00        88.55        76.25        67.69        58.80        44.81
March, 2007 ...................................     100.00        81.69        69.29        60.66        51.71        37.63
April, 2007 ...................................      95.01        75.48        62.97        54.27        45.24        31.04
May, 2007 .....................................      89.03        69.39        56.81        48.06        38.99        24.73
June, 2007 ....................................      83.10        63.41        50.81        42.04        32.96        18.69
July, 2007 ....................................      77.22        57.54        44.97        36.22        27.16        12.93
August, 2007 ..................................      71.37        51.80        39.28        30.59        21.58         7.45
September, 2007 ...............................      65.58        46.16        33.76        25.15        16.24         2.25
October, 2007 .................................      59.83        40.64        28.41        19.91        11.12         0.00
November, 2007 ................................      54.12        35.24        23.21        14.86         6.23         0.00
December, 2007 ................................      48.46        29.96        18.18        10.01         1.57         0.00
January, 2008 .................................      43.70        25.46        13.85         5.80         0.00         0.00
February, 2008 ................................      38.98        21.05         9.65         1.75         0.00         0.00
March, 2008 ...................................      34.30        16.75         5.59         0.00         0.00         0.00
April, 2008 ...................................      29.65        12.54         1.67         0.00         0.00         0.00
May, 2008 .....................................      25.04         8.43         0.00         0.00         0.00         0.00
June, 2008 ....................................      20.47         4.42         0.00         0.00         0.00         0.00
July, 2008 ....................................      15.94         0.50         0.00         0.00         0.00         0.00
August, 2008 ..................................      11.45         0.00         0.00         0.00         0.00         0.00
September, 2008 ...............................       7.00         0.00         0.00         0.00         0.00         0.00
October, 2008 .................................       2.58         0.00         0.00         0.00         0.00         0.00
November, 2008 ................................       0.00         0.00         0.00         0.00         0.00         0.00
Weighted Average Life (years) (1)(2) ..........       2.57         2.28         2.10         1.98         1.86         1.69
Weighted Average Life (years) (1)(3) ..........       2.57         2.28         2.10         1.98         1.86         1.69
</TABLE>

- ----------
(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.

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-33


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




<TABLE>

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, 2005 ...............      100.00         100.00         100.00         100.00         100.00         100.00
August, 2005 .............      100.00         100.00         100.00         100.00         100.00         100.00
September, 2005 ..........      100.00         100.00         100.00         100.00         100.00         100.00
October, 2005 ............      100.00         100.00         100.00         100.00         100.00         100.00
November, 2005 ...........      100.00         100.00         100.00         100.00         100.00         100.00
December, 2005 ...........      100.00         100.00         100.00         100.00         100.00         100.00
January, 2006 ............      100.00         100.00         100.00         100.00         100.00         100.00
February, 2006 ...........      100.00         100.00         100.00         100.00         100.00         100.00
March, 2006 ..............      100.00         100.00         100.00         100.00         100.00         100.00
April, 2006 ..............      100.00         100.00         100.00         100.00         100.00         100.00
May, 2006 ................      100.00         100.00         100.00         100.00         100.00         100.00
June, 2006 ...............      100.00         100.00         100.00         100.00         100.00         100.00
July, 2006 ...............      100.00         100.00         100.00         100.00         100.00         100.00
August, 2006 .............      100.00         100.00         100.00         100.00         100.00         100.00
September, 2006 ..........      100.00         100.00         100.00         100.00         100.00         100.00
October, 2006 ............      100.00         100.00         100.00         100.00         100.00         100.00
November, 2006 ...........      100.00         100.00         100.00         100.00         100.00         100.00
December, 2006 ...........      100.00         100.00         100.00         100.00         100.00         100.00
January, 2007 ............      100.00         100.00         100.00         100.00         100.00         100.00
February, 2007 ...........      100.00         100.00         100.00         100.00         100.00         100.00
March, 2007 ..............      100.00         100.00         100.00         100.00         100.00         100.00
April, 2007 ..............      100.00         100.00         100.00         100.00         100.00         100.00
May, 2007 ................      100.00         100.00         100.00         100.00         100.00         100.00
June, 2007 ...............      100.00         100.00         100.00         100.00         100.00         100.00
July, 2007 ...............      100.00         100.00         100.00         100.00         100.00         100.00
August, 2007 .............      100.00         100.00         100.00         100.00         100.00         100.00
September, 2007 ..........      100.00         100.00         100.00         100.00         100.00         100.00
October, 2007 ............      100.00         100.00         100.00         100.00         100.00          94.12
November, 2007 ...........      100.00         100.00         100.00         100.00         100.00          83.92
December, 2007 ...........      100.00         100.00         100.00         100.00         100.00          74.34
January, 2008 ............      100.00         100.00         100.00         100.00          94.46          65.81
February, 2008 ...........      100.00         100.00         100.00         100.00          85.89          57.79*
March, 2008 ..............      100.00         100.00         100.00          95.30          77.74          50.29
April, 2008 ..............      100.00         100.00         100.00          87.11          70.02          43.32
May, 2008 ................      100.00         100.00          95.34          79.28          62.72*         36.86
June, 2008 ...............      100.00         100.00          87.31          71.81          55.84          30.93
July, 2008 ...............      100.00         100.00          79.58          64.71*         49.40          26.09
August, 2008 .............      100.00          92.72          72.17          57.98          43.39          21.60
September, 2008 ..........      100.00          84.55          65.06*         51.62          37.81          17.46
October, 2008 ............      100.00          76.61          58.27          45.64          32.67          13.66
November, 2008 ...........       96.06          68.88          51.78          40.02          27.97          10.22
December, 2008 ...........       86.52          61.39*         45.61          34.79          23.70           7.13
January, 2009 ............       77.07          54.12          39.76          29.93          19.88           4.39
February, 2009 ...........       70.30          48.74          35.25          26.01          16.57           2.02
March, 2009 ..............       63.60*         43.52          30.95          22.35          13.55           0.00
April, 2009 ..............       56.96          38.45          26.87          18.94          10.84           0.00
May, 2009 ................       50.38          33.54          23.00          15.79           8.41           0.00
</TABLE>

                                      S-34



<TABLE>

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

June, 2009 ..............................       43.86         28.78         19.35         12.89          6.29         0.00
July, 2009 ..............................       37.40         24.19         15.92         10.26          4.48         0.00
August, 2009 ............................       31.01         19.75         12.71          7.89          2.96         0.00
September, 2009 .........................       24.68         15.48          9.72          5.78          1.75         0.00
October, 2009 ...........................       18.41         11.36          6.96          3.94          0.85         0.00
November, 2009 ..........................       12.21          7.41          4.41          2.36          0.26         0.00
December, 2009 ..........................        6.07          3.62          2.09          1.04          0.00         0.00
January, 2010 ...........................        0.00          0.00          0.00          0.00          0.00         0.00
Weighted Average Life (years) (1)(2).....        3.99          3.77          3.58          3.42          3.22         2.88
Weighted Average Life (years) (1)(3).....        3.70          3.45          3.21          3.04          2.87         2.61
*Month of Optional Purchase (3) .........      Mar-09        Dec-08        Sep-08        Jul-08        May-08        Feb-08
</TABLE>

- ----------
(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.

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-35


                                 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.

     Pursuant to the Transfer and Servicing Agreements, the Securityholders
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. Securityholders of record during
each calendar year will be furnished information by the Indenture Trustee or
the Owner Trustee, as appropriate, 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.


                                USE OF PROCEEDS

     The Seller will use the net proceeds from the sale of the Securities to
purchase the Receivables from AHFC pursuant to the Receivables Purchase
Agreement and to fund the Reserve Fund and the Yield Supplement Account.


                          THE SELLER AND THE SERVICER

     Information regarding the Seller and the Servicer is set forth under the
captions "The Seller" and "The Servicer" 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 (the "SEC") following the issuance of the Securities. The following
summary describes material terms of the notes and the Indenture. The 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.
Where particular provisions or terms used in the Indenture are referred to, the
actual provisions (including definitions of terms) are incorporated by
reference as part of the summary. The following summary supplements, and to the
extent inconsistent therewith replaces, 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, to which description reference is hereby
made.


PAYMENTS OF INTEREST

     Each class of notes will constitute Fixed Rate Securities, as that term is
defined under "Certain Information Regarding the Securities--Fixed Rate
Securities" in the accompanying prospectus. Interest on the principal balances
of the classes of the notes will accrue at the respective per annum interest
rates set forth on the cover of this prospectus supplement (each, an "Interest
Rate") and will be due and payable to the Noteholders monthly on the 18th of
each month (or, if that date is not a Business Day, on the next succeeding
Business Day) (a "Payment Date") commencing July 18, 2005.


                                      S-36


     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 on the class A-2, class A-3 and class A-4 notes will accrue at
the related Interest Rate from and including the 18th day of the month (or from
and including the Closing Date with respect to the first Payment Date) to and
excluding the 18th 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 reimbursement of
expenses or in respect of indemnification and other administrative fees of the
Trust ("Trust Fees and Expenses") have been paid; provided, however, that until
the notes have been paid in full, the annual amount paid to the Trustees out of
the Available Amounts allocation described herein 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 (collectively, the "Notes") will
have the same priority. Under specified circumstances, the amount available for
interest payments could be less than the amount of interest payable on the
notes on any Payment Date, in which 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

     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:

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

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

     3.   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 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 (together with the
holders of the class A-1 notes, the "Noteholders") on a pro rata basis based on
the principal balance of that class of outstanding notes. Beginning on the


                                      S-37


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 (the "Certificateholders") until the certificates
have been paid in full.

     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 its Final Scheduled Payment Date, 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.


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 and--Rights Upon Event of Default" has
been satisfied.

     The Trust Indenture Act of 1939 (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. As of the date hereof, the Owner Trustee is
affiliated with J.P. Morgan Securities Inc., one of the underwriters 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 (as defined in
the Transfer and Servicing Agreements) 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.


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.


                               THE CERTIFICATES


GENERAL

     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
SEC following the issuance of the securities. The certificates will evidence
undivided ownership interests in the Trust created pursuant to the Trust
Agreement.


                                      S-38


     The following summary describes material terms of the certificates and the
Trust Agreement. The summary does not purport to be complete and is subject to,
and qualified in its entirety by reference to, all the provisions of the
certificates and the Trust Agreement. The following summary supplements, and to
the extent inconsistent therewith replaces, 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, to which description
reference is hereby made.

PAYMENTS OF INTEREST

     Interest on the Certificate Balance will accrue during each Interest
Period at 4.03% per annum (the "Pass Through Rate") and will be payable to the
Certificateholders on the related Payment Date.

     The certificates will constitute Fixed Rate Securities, as that term is
defined under "Certain Information Regarding the Securities--Fixed Rate
Securities" in the accompanying prospectus. 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:

     1.   payment of the Servicing Fee;

     2.   payment of accrued and unpaid Trust Fees and Expenses to the Trustees;
          provided that, until the Notes have been paid in full, the annual
          amount paid to the Trustees out of the Available Amount allocation
          described herein shall not exceed $100,000;

     3.   distribution of the Noteholders' Distributable Amounts to the
          Noteholders; and

     4.   depositing of funds in the Reserve Fund so that the amount on deposit
          in the Reserve Fund equals the Specified Reserve Fund Balance.

     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).

PAYMENTS OF PRINCIPAL

     No principal payments will be made on the certificates until the class A-1
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 certain fees and expenses, the Noteholders' Interest Distributable
Amount, the Noteholders' Percentage of the Principal Distributable Amount,
payment, if any, to the Reserve Fund and payment of interest 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 the notes have been paid in
full.

NOTICES

     Certificateholders will be notified in writing by the Owner Trustee of any
Event of Default, Servicer Default or termination of, or appointment of a
successor to, the Servicer promptly upon specified officer of the Owner Trustee
obtaining actual knowledge of these events. Except for the monthly and annual
reports to Certificateholders described in this prospectus supplement, the
Owner Trustee is not obligated under the Trust Agreement to forward any other
notices to the Certificateholders. There are no provisions in the Trust
Agreement for the regular or special meetings of Certificateholders.

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.


                                      S-39


                             PAYMENTS ON THE NOTES

     On or before the 13th calendar day of each month (or, if the 13th day is
not a Business Day, the next succeeding Business Day (each a "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 Determination Date, the Servicer will also
determine the following:

     1.   Available Amounts;

     2.   Noteholders' Interest Distributable Amount;

     3.   Certificateholders' Interest Distributable Amount;

     4.   Principal Distributable Amount;

     5.   Yield Supplement Withdrawal Amount, if any; and

     6.   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 Issuer, as the case may be, will make
payments to the Noteholders and Certificateholders 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.

CALCULATION OF AVAILABLE AMOUNTS

     The amount of funds available for distribution on a Payment Date (the
"Available Amounts") will generally equal 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):

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

     2.   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 ("Net Liquidation Proceeds");

     3.   all Advances made by the Servicer;

     4.   all Warranty Purchase Payments with respect to Warranty Receivables
          repurchased by the Seller in respect of that Collection Period;

     5.   all Administrative Purchase Payments with respect to Administrative
          Receivables purchased by the Servicer in respect of that Collection
          Period; and

     6.   any Yield Supplement Withdrawal Amounts.

     Available Amounts on any Payment Date will exclude the following amounts:

     1.   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

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

     A "Defaulted Receivable" is 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


                                      S-40


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.


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:

     1.   to the Servicer, the Servicing Fee, including any unpaid Servicing
          Fees with respect to one or more prior Collection Periods, and
          non-recoverable Advances;

     2.   to the Indenture Trustee and the Owner Trustee, any accrued and unpaid
          Trust Fees and Expenses, in each case to the extent such fees and
          expenses have not been previously paid by the Servicer, in its
          capacity as administrator under the related administration agreement;
          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 (2) shall not exceed $100,000;

     3.   to the Noteholders, the Noteholders' Interest Distributable Amount,
          from Available Amounts;

     4.   to the Noteholders, the Noteholders' Principal Distributable Amount,
          from Available Amounts;

     5.   to the Reserve Fund, from Available Amounts remaining (this amount
          being the "Excess Amount"), the amount necessary to cause the amount
          on deposit in that account to equal the Specified Reserve Fund
          Balance;

     6.   to the Certificateholders, the Certificateholders' Interest
          Distributable Amount, from Available Amounts;

     7.   after the class A-1 notes have been paid in full, to the
          Certificateholders, the Certificateholders' Principal Distributable
          Amount from Available Amounts;

     8.   to the Indenture Trustee and the Owner Trustee, any accrued and unpaid
          Trust Fees and Expenses, in each case to the extent such fees and
          expenses have not been previously paid by the Servicer; and

     9.   any Available Amounts remaining, to the Seller.

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

     For the purposes of this prospectus supplement, the following terms will
have the following meanings:

     The "Certificateholders' Distributable Amount" will mean, with respect to
any Payment Date, the sum of the Certificateholders' Interest Distributable
Amount and the Certificateholders' Principal Distributable Amount for that
Payment Date.

     The "Certificateholders' Interest Distributable Amount" will mean, 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.

     The "Certificateholders' Interest Carryover Shortfall" will mean, with
respect to any Payment Date, the excess, if any, of the sum of the
Certificateholders' Monthly Interest Distributable Amount for that class 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


                                      S-41


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.

     The "Certificateholders' Monthly Interest Distributable Amount" will mean,
with respect to any Payment Date, interest accrued for the related Interest
Period at the Pass Through Rate on the Certificate Balance 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).

     The "Certificate Balance," for any Payment Date, will equal the Initial
Certificate Balance, reduced by all amounts distributed on or prior to that
Payment Date on the certificates and allocable to principal.

     The "Certificateholders' Monthly Principal Distributable Amount" will
mean, with respect to any Payment Date, the Certificateholders' Percentage of
the Principal Distributable Amount for that Payment Date.

     The "Certificateholders' Percentage" will mean the following:

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

     2.   thereafter, for each Payment Date to and including the Payment Date on
          which the principal amount of the 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-2, class A-3 and class A-4 notes and the initial
          aggregate principal amount of the certificates; and

     3.   thereafter, 100%.

     The "Certificateholders' Principal Carryover Shortfall" will mean, 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.

     The "Certificateholders' Principal Distributable Amount" will mean, with
respect to any Payment Date, the sum of:

     1.   the Certificateholders' Monthly Principal Distributable Amount for
          that Payment Date; and

     2.   any outstanding Certificateholders' Principal Carryover Shortfall as
          of the close of the immediately preceding Payment Date.

     "Interest Period" means (a) 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 (b) with respect to the class
A-2, class A-3 and class A-4 notes and the certificates, the period from and
including the 18th day of the calendar month (or, in the case of the first
Payment Date, from and including the Closing Date) to but excluding the 18th
day of the next calendar month.

     The "Noteholders' Distributable Amount" will mean, 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.

     The "Noteholders' Interest Carryover Shortfall" will mean, with respect to
any Payment Date and a 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.


                                      S-42


     The "Noteholders' Interest Distributable Amount" will mean, 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.

     The "Noteholders' Percentage" will mean:

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

     2.   thereafter, for each Payment Date to and including the Payment Date on
          which the principal amount of the 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-2, 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-2, class A-3 and
          class A-4 notes and the initial aggregate principal amount of the
          certificates; and

     3.   thereafter, 0%.

     The "Noteholders' Principal Carryover Shortfall" will mean, with respect
to any Payment Date and a 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.

     The "Noteholders' Principal Distributable Amount" will mean, with respect
to any Payment Date and a class of notes, the sum of:

     1.   the Noteholders' Monthly Principal Distributable Amount;

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

     3.   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.

     The "Principal Distributable Amount" will mean, with respect to any
Payment Date and the related Collection Period, the sum of the following
amounts:

     (1) (a) 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 (b) in the case of Simple Interest
Receivables, the principal portion of all scheduled payments actually received
during the related Collection Period, (2) the principal portion of all
Prepayments received for the related Collection Period (to the extent such
amounts are not included in clause (1) above), (3) the Principal Balance of
each Receivable that the Servicer became obligated to purchase or the Seller
became obligated to repurchase (to the extent those amounts are not included in
clauses (1) or (2) above) and (4) the Principal Balance of each Receivable that
became a Defaulted Receivable during that Collection Period (to the extent
those amounts are not included in clauses (1), (2) or (3) above).


                                      S-43


                              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 and the subordination of the Seller's right
to receive excess interest.


SUBORDINATION

     The rights of the Certificateholders to receive payments on the
Receivables will be subordinated to the rights of the Noteholders and the
maintenance of amounts on deposit in the Reserve Fund at the Specified Reserve
Fund Balance to the extent described herein. The Seller is entitled to receive
payments of interest collected on the Receivables which are not used by the
trust to make other required payments. The Seller's right to receive this
excess interest is subordinated to the payment of principal and interest on the
notes, the funding of the Reserve Fund and the payment of principal and
interest on the certificates.


RESERVE FUND

     The Reserve Fund will be a segregated account in the name of the Indenture
Trustee. The Reserve Fund will be created with an initial deposit by the Seller
on the Closing Date of an amount equal to $6,853,989.76 (the "Reserve Fund
Initial Deposit"). The Reserve Fund will thereafter be funded by the deposit
therein of all Excess Amounts, if any, for 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.

     Amounts held from time to time in the Reserve Fund will continue to be
held for the benefit of Noteholders and may be invested in Eligible
Investments. Investment income on those investments (net of losses and
expenses) will be paid to the Seller, 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 include the amount of the
excess in the amounts to be distributed to Certificateholders pursuant to
clauses (6) and (7) in the first paragraph under "Payments on the
Notes--Payment of Distributable Amounts" in this prospectus supplement. Any
excess amounts remaining thereafter will be paid to the Seller. The Noteholders
will not have any rights in, or claims to, amounts distributed to the
Certificateholders or to the Seller.

     The "Specified Reserve Fund Balance" with respect to any Payment Date will
be equal to 0.50% of the initial aggregate principal balance of the Receivables
as of the Cutoff Date; 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 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. 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.

     The "Charge-off Rate" with respect to a Collection Period will equal 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. "Aggregate Net
Losses" with respect to a


                                      S-44


Collection Period will equal the 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. The "Delinquency Percentage" with respect to a
Collection Period will equal the number of (a) 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
practices, plus (b) Receivables the related Financed Vehicles of which have
been repossessed but have not been liquidated (to the extent the related
Receivable is not otherwise reflected in clause (a) above or is not a Defaulted
Receivable), expressed as a percentage of the aggregate number of Current
Receivables on the last day of such Collection Period. A "Current Receivable"
will be a Receivable that is not a Defaulted Receivable or a Liquidated
Receivable. A "Liquidated Receivable" will be a 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.

     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. On each Payment Date, funds will be withdrawn from
the Reserve Fund to the extent that 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.

     None of the Securityholders, the Indenture Trustee, the Owner Trustee or
the Seller 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 Securityholders.

     The Reserve Fund 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 decrease the likelihood that the
Noteholders will experience losses. However, the Reserve Fund could be
depleted. 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 could incur losses or suffer a temporary shortfall in the amounts
distributed to the Noteholders.
















                                      S-45


             DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS


THE TRANSFER AND SERVICING AGREEMENTS

     The description of the terms of the Indenture, the Sale and Servicing
Agreement, the Administration Agreement and the Trust Agreement (collectively,
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 with the SEC following the issuance of the securities.
Any description of the Transfer and Servicing Agreements in this prospectus
supplement supplements, and to the extent inconsistent replaces, the
description of the general terms and provisions of the Transfer and Servicing
Agreements set forth in the accompanying prospectus, to which description
reference is hereby made.


SALE AND ASSIGNMENT OF RECEIVABLES

     Information with respect to the conveyance of the Receivables from the
Seller 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 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 Seller, 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. 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.

     "Eligible Investments" are specified in the Sale and Servicing Agreement
and will be 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 securities.

     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


                                      S-46


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, deposit in the Payahead
Account) and on Simple Interest Receivables will be applied as a partial
prepayment (each, a "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 or before the Business Day prior to each Payment Date (the "Deposit
Date"), the Servicer will make a payment into the Collection Account for each
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 (an "Advance"). 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. The Servicer will make all Advances by
depositing into the Collection Account an amount equal to the aggregate of the
Precomputed Advances and Simple Interest Advances in respect of a Collection
Period on the Business Day 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 for the calendar month immediately preceding any Payment
Date (a "Collection Period") will be one-twelfth of 1.00% (the "Servicing
Rate") of 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 (the "Servicing Fee"). The Servicing Fee, together with any previously
unpaid Servicing Fee, will be paid on each Payment Date solely to the extent of
Available Amounts allocable to interest. 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 ths 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


                                      S-47


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.


YIELD SUPPLEMENT ACCOUNT

     On or prior to the Closing Date, a yield supplement account will be
established with the Indenture Trustee for the benefit of the Noteholders and
the Certificateholders (the "Yield Supplement Account"). The Yield Supplement
Account is designed primarily to supplement the interest collections on those
Receivables (the "Discount Receivables") that have APRs which are less than or
equal to 5.50% (the "Required Rate"). The Yield Supplement Account will be
funded by the Seller on the Closing Date with an initial deposit in an amount
of $51,925,384.50 (the "Yield Supplement Account Deposit").

     On each Deposit Date, the Indenture Trustee shall withdraw from monies on
deposit in the Yield Supplement Account and deposit into the Collection Account
to be included in amounts distributed on the related Payment Date the lesser of
the amount on deposit in the Yield Supplement Account and the sum of (a) 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 (the "Yield Supplement Amount") and
(b) after giving effect to the withdrawal of the amount described in clause (a)
above, 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 (together with the Yield Supplement Amount,
the "Yield Supplement Withdrawal Amount").

     On each Payment Date, the amount required to be on deposit in the Yield
Supplement Account will decline and be equal to 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 as described above.


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 Seller 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 Securityholders 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
Certificate Balance on the date of the optional purchase plus accrued and unpaid
interest on the certificates.


                                      S-48


REMOVAL OF SERVICER

     The Indenture Trustee or Noteholders evidencing not less than 25% of the
voting interests of the notes then outstanding (or if the notes have been paid
in full and the Indenture has been discharged in accordance with its terms, by
holders of certificates then outstanding evidencing not less than 25% of the
voting interests thereof), may terminate the rights and obligations of the
Servicer under the Sale and Servicing Agreement upon the following events
("Servicer Defaults"):

     1.   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 (a) the Servicer by the Owner Trustee or the Indenture Trustee, as
          applicable or (b) 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;

     2.   any failure by the Servicer (or the Seller, 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 Seller, as the case may be, by the Owner Trustee or the
          Indenture Trustee, as applicable, or (b) the Servicer or the Seller,
          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; and

     3.   the occurrence of an Insolvency Event (as defined in the attached
          prospectus) of the Servicer (or the Seller, as long as AHFC is the
          Servicer).

     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 compensation
arrangements. If, however, a bankruptcy trustee or similar official has been
appointed for the Servicer, and no Servicer Default other than the appointment
of a bankruptcy trustee or similar official has occurred, that trustee or
official may have the power to prevent the Indenture Trustee or the Noteholders
(or Certificateholders) from effecting 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 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 Seller or
the Servicer of any funds paid to the Seller 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


                                      S-49


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 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 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 Seller or the Servicer of any
funds paid to the Seller 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 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. 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 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 Seller 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 AND THE INDENTURE TRUSTEE

     Chase Bank USA, National Association 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 issuer of the certificates. The Bank of New York 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


                                      S-50


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.

     The Servicer will be obligated to pay the fees of the Owner Trustee and
the Indenture Trustee in connection with their duties under the Trust Agreement
and Indenture, respectively. The Owner Trustee and the Indenture Trustee will
be entitled to indemnification by AHFC and the Seller for, and will be held
harmless against, any loss, liability, fee, disbursement or expense incurred by
the Owner 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 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 Seller and the Servicer
will be obligated to indemnify the Owner Trustee and the Indenture Trustee for
specified taxes that may be asserted in connection with the transaction.



















                                      S-51


                       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.


TAX CHARACTERIZATION OF THE TRUST

     The Seller and the Servicer will agree, and the beneficial owners of the
certificates (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 a single beneficial owner 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
Certificate Owner 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 Seller 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 Seller, any Certificateholders and the Certificate Owners will agree,
and the beneficial owners of the notes (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 possibly 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.


                                      S-52


                              ERISA CONSIDERATIONS

     Section 406 of ERISA and Section 4975 of the Code prohibit pension,
profit-sharing and other employee benefit plans, as well as individual
retirement accounts and certain types of Keogh Plans (each, 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 Plans. 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. 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 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 "Plan Assets Regulation"), the assets of the
trust would be treated as plan assets of a 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 contained in the Plan Assets Regulation
were applicable. An equity interest is defined under the Plan Assets 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, the notes should be treated as
indebtedness without substantial equity features for purposes of the Plan
Assets 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, even if the notes are treated as debt for purposes of the Plan
Assets 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 Underwriters, the trust or any of their 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 depending in part on the type of plan fiduciary making the decision
to acquire a note and the circumstances under which such decision is made.
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
finds; PTCE 96-23, regarding transactions affected by "in-house asset
managers"; and PTCE 84-14, regarding transactions effected by "qualified
professional asset managers." Each investor using the assets of a Benefit Plan
which acquires the notes, or to whom the notes are transferred, will be deemed
to have represented that the acquisition and continued holding of the notes
will be covered by one of the exemptions listed above or by another Department
of Labor prohibited transaction class exemption.

     The Underwriters, the Trustees, the Seller, the Servicer or their
affiliates may be the sponsor of, or investment advisor with respect to, one or
more 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
Plan if any of the Underwriters, the Trustees, the Seller, the Servicer or
their affiliates has investment authority for those assets, or is an employer
maintaining or contributing to the Plan, unless an applicable prohibited
transaction exemption is available to cover such purchase.

     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)
are not subject to ERISA requirements; however, such plans may be subject to
comparable federal, state or local law restrictions.

     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 related 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.


                                      S-53


                                 UNDERWRITING

     Subject to the terms and conditions set forth in an Underwriting Agreement
(the "Underwriting Agreement"), the Seller has agreed to cause the Trust to
sell to each of the underwriters named below (collectively, the
"Underwriters"), and each of the Underwriters has severally but not jointly
agreed to purchase, the principal amount of notes set forth opposite its name
below:

<TABLE>

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

Credit Suisse First Boston LLC ..........      $119,000,000        $120,500,000        $154,000,000       $ 69,937,500
Citigroup Global Markets Inc. ...........       119,000,000         120,500,000         154,000,000         69,937,500
Banc of America Securities LLC ..........        25,500,000          26,000,000          33,000,000         15,000,000
Barclays Capital Inc. ...................        25,500,000          26,000,000          33,000,000         15,000,000
Deutsche Bank Securities Inc. ...........        25,500,000          26,000,000          33,000,000         15,000,000
J.P. Morgan Securities Inc. .............        25,500,000          26,000,000          33,000,000         15,000,000
                                               ------------        ------------        ------------       ------------
TOTAL ...................................      $340,000,000        $345,000,000        $440,000,000       $199,875,000
                                               ============        ============        ============       ============
</TABLE>

     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 Seller 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 ..........             0.780%                  0.624%
   A-2 ..........             0.108%                  0.086%
   A-3 ..........             0.132%                  0.105%
   A-4 ..........             0.150%                  0.120%


     The Seller and AHFC have agreed to indemnify the Underwriters against
specified liabilities, including liabilities under the Securities Act 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 Seller 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.

     The Trust may, from time to time, invest funds in the Accounts in Eligible
Investments acquired from the Underwriters.

     The Underwriters have advised the Seller 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
Securities of any class on behalf of the Underwriters for the purpose of fixing
or maintaining the price of those Securities. 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


                                      S-54


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 Securities 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 Seller 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 Seller 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 Commission under the
Exchange Act of 1934 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 Seller, 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.

     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 Seller, on behalf of the
Trust, prepare and file a prospectus with the


                                      S-55


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 Seller, 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 issuer 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 Seller. 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

     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 the notes and federal income tax and
other matters will be passed upon for the Trust by McKee Nelson LLP. O'Melveny
& Myers LLP will act as counsel to the Underwriters.


                                      S-56


                                 INDEX OF TERMS


ABS ....................................................          S-30
ABS Tables .............................................          S-30
Advance ................................................          S-47
Aggregate Net Losses ...................................          S-44
AHFC ...................................................          S-22
APR ....................................................          S-23
Available Amounts ......................................          S-40
Benefit Plan ...........................................          S-53
Certificate Balance ....................................          S-42
Certificate Owners .....................................          S-52
Certificateholders .....................................          S-38
Certificateholders' Distributable
Amount .................................................          S-41
Certificateholders' Interest Carryover
Shortfall ..............................................          S-41
Certificateholders' Interest
Distributable Amount ...................................          S-41
Certificateholders' Monthly Interest
Distributable Amount ...................................          S-42
Certificateholders' Monthly Principal
Distributable Amount ...................................          S-42
Certificateholders' Percentage .........................          S-42
Certificateholders' Principal
Carryover Shortfall ....................................          S-42
Certificateholders' Principal
Distributable Amount ...................................          S-42
Charge-off Rate ........................................          S-44
Clearstream, Luxembourg ................................           A-1
Closing Date ...........................................          S-23
Collection Period ......................................          S-47
Current Receivable .....................................          S-45
Cutoff Date ............................................          S-23
Dealer Recourse ........................................          S-22
Dealers ................................................          S-23
Defaulted Receivable ...................................          S-40
Delinquency Percentage .................................          S-45
Deposit Date ...........................................          S-47
Determination Date .....................................          S-40
Discount Receivables ...................................          S-48
DTC ....................................................           A-1
Eligible Investments ...................................          S-46
Euroclear ..............................................           A-1
Excess Amount ..........................................          S-41
Excess Payment .........................................          S-47
Final Scheduled Payment Date ...........................          S-27
Financed Vehicles ......................................          S-23
Financial Promotion Order ..............................          S-55
FSMA ...................................................          S-55
Global Securities ......................................           A-1
Indenture Trustee ......................................          S-23
Initial Certificate Balance ............................          S-22
Interest Period ........................................          S-42
Interest Rate ..........................................          S-36
Liquidated Receivable ..................................          S-45
Net Liquidation Proceeds ...............................          S-40
Note Owners ............................................          S-52
Note Pool Factor .......................................          S-36
Noteholders ............................................          S-37
Noteholders' Distributable Amount ......................          S-42
Noteholders' Interest Carryover
Shortfall ..............................................          S-42
Noteholders' Interest Distributable
Amount .................................................          S-43
Noteholders' Monthly Interest
Distributable Amount ...................................          S-43
Noteholders' Monthly Principal
Distributable Amount ...................................          S-43
Noteholders' Percentage ................            ....          S-43
Noteholders' Principal Carryover        ............
Shortfall ..............................................          S-43
Noteholders' Principal Distributable
Amount .................................................          S-43
Notes ..................................            ....          S-37
Obligors ...............................................          S-23
Owner Trustee ..........................................    S-22, S-23
Pass Through Rate ......................................          S-39
Payment Date ...........................................          S-36
penalty bid ............................................          S-55
Plan Assets Regulation .................................          S-53
Prepayment .............................................          S-47
Principal Distributable Amount .........................          S-43
PTCE ...................................................          S-53
Receivables ............................................          S-23
Redemption Price .......................................          S-48
Required Rate ..........................................          S-48
Reserve Fund Initial Deposit ...........................          S-44
Sale and Servicing Agreement ...........................          S-22
SEC ....................................................          S-36
Seller .................................................          S-22
Servicer ...............................................          S-22
Servicer Defaults ......................................          S-49
Servicing Fee ..........................................          S-47
Servicing Rate .........................................          S-47
Specified Reserve Fund Balance .........................          S-44
stabilizing bid ........................................          S-54
syndicate covering transaction .........................          S-54


                                      S-57




TIA ............................................................    S-38
Transfer and Servicing Agreements ..............................    S-46
Trust ..........................................................    S-22
Trust Agreement ................................................    S-22
Trust Fees and Expenses ........................................    S-37
Trustees .......................................................    S-23
Underwriters ...................................................    S-54
Underwriting Agreement .........................................    S-54
U.S. Person ....................................................     A-4
Yield Supplement Account .......................................    S-48
Yield Supplement Account Deposit ...............................    S-48
Yield Supplement Amount ........................................    S-48
Yield Supplement Withdrawal            .....................
Amount .........................................................    S-48


























                                      S-58


                                    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 seller'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.

     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.


                                      A-1


     Trading between DTC Seller 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 seller 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 Seller 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 seller 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
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 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. If the
information shown on form W-8BEN changes, a new Form W-8BEN must be filed
within 30 days of the change.


                                      A-3


     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


                                     ANNEX B

       FINANCIAL STATEMENTS OF THE TRUST AND INDEPENDENT AUDITORS' REPORT

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors of American Honda Receivables Corp.
 as depositor for Honda Auto Receivables 2005-3 Owner Trust:

We have audited the accompanying balance sheet of Honda Auto Receivables 2005-3
Owner Trust, a wholly owned statutory trust of American Honda Receivables
Corp., as of May 25, 2005. This financial statement is the responsibility of
the Trust's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
balance sheet is free of material misstatement. An audit of a balance sheet
includes consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Trust's internal control over financial reporting. Accordingly, we express no
such opinion. An audit of a balance sheet also includes examining, on a test
basis, evidence supporting the amounts and disclosures in that balance sheet,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Honda Auto Receivables 2005-3
Owner Trust as of May 25, 2005 in conformity with accounting principles
generally accepted in the United States of America.


                                     KPMG LLP




May 25, 2005















                                      B-1


                   HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST


                                 Balance Sheet


                                 May 25, 2005




                         ASSETS

Cash ...........................................................    $1,000
                                                                    ------
 Total assets ..................................................    $1,000
                                                                    ======
               UNDIVIDED INTERESTS IN TRUST
Undivided interests in Trust ...................................    $1,000
                                                                    ------
 Total undivided interests in Trust ............................    $1,000
                                                                    ======

See accompanying notes to balance sheet.
























                                      B-2


                    HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST

                             Notes to Balance Sheet

                                  May 25, 2005


(1)  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Honda Auto Receivables 2005-3 Owner Trust (the Trust) is a wholly owned
     statutory trust of American Honda Receivables Corp. (AHRC). AHRC is a
     wholly owned subsidiary of American Honda Finance Corporation (AHFC). AHFC
     is a wholly owned subsidiary of American Honda Motor Co., Inc. (AHM). AHM
     is a wholly owned subsidiary of Honda Motor Co., Ltd. (HML) and is the sole
     authorized distributor of Honda and Acura automobiles, marine, motorcycles,
     power equipment, parts and accessories in the United States.

     The Trust is a Delaware statutory trust that was formed on May 17, 2005.
     The sole purpose of the Trust is to conserve the Owner Trust estate and
     collect and disburse the periodic income therefrom for the use and benefit
     of the Trust Certificate holders and to engage in the following ministerial
     activities: (i) issue and sell notes and Trust certificates; (ii) with the
     proceeds from such sale, purchase certain receivables from AHRC; (iii) make
     payments on notes and certificates; and (iv) engage in other activities
     that are necessary, suitable or convenient to accomplish the foregoing.

(2)  UNDIVIDED INTERESTS IN THE TRUST

     Undivided interests in the Trust represents the initial contribution made
     by the Depositor, AHRC, in exchange for 100% beneficial ownership interest
     in the Trust on May 25, 2005.

(3)  INCOME TAXES

     The Trust is not expected to be classified as a corporation or a publicly
     traded partnership taxable as a corporation, and as such does not
     constitute an entity subject to federal income tax or state income or
     franchise tax.


























                                      B-3





PROSPECTUS


                          HONDA AUTO RECEIVABLES TRUSTS
                               ASSET BACKED NOTES
                            ASSET BACKED CERTIFICATES
                        AMERICAN HONDA RECEIVABLES CORP.,
                                     SELLER
                       AMERICAN HONDA FINANCE CORPORATION,
                                    SERVICER

THE TRUSTS:

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; and

          o    other assets 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 12 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 April 18, 2005







                               TABLE OF CONTENTS

<TABLE>

                                                                                           PAGE
                                                                                           ----

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
 AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT ..............................................   5
SUMMARY OF TERMS .........................................................................   6
 Trust ...................................................................................   6
 Seller ..................................................................................   6
 Servicer ................................................................................   6
 Trustee .................................................................................   6
 Indenture Trustee .......................................................................   6
 Securities Offered ......................................................................   6
 The Receivables .........................................................................   7
 The Trust Property ......................................................................   8
 Credit and Cash Flow Enhancement ........................................................   8
 Servicing Fee ...........................................................................   9
 Advances ................................................................................   9
 Optional Purchase .......................................................................  10
 Tax Status ..............................................................................  10
 ERISA Considerations ....................................................................  10
RISK FACTORS .............................................................................  12
 You must rely for repayment only upon payments from the trust's assets which may not be
   sufficient to make full payments on your securities ...................................  12
 You may experience reduced returns on your investment resulting from prepayments,
   repurchases or early termination of the trust .........................................  12
 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 ......  13
 Receivables that fail to comply with consumer protection laws may be unenforceable,
   which may result in losses on your investment .........................................  14
 The Bankruptcy of American Honda Finance Corporation (Servicer) or American Honda
   Receivables Corp. (Seller) could result in losses or delays in payments on your
   securities.............................................................................  14
 Proceeds of the sale of receivables may not be sufficient to pay your securities in full.  15
 Failure to pay principal on your notes will not constitute an event of default until
   maturity...............................................................................  15
 Funds held by the servicer that are intended to be used to make payments on the
   securities may be exposed to a risk of loss ...........................................  15
 If the trust enters into a currency or an interest rate swap, payments on the securities
   will be dependent on payments made under the swap agreement ...........................  15
 Termination of a swap agreement and the inability to locate replacement swap counterparty
   may cause termination of the trust ....................................................  16
 The rating of a third party credit enhancement provider may affect the ratings
   of the securities .....................................................................  17
 The calculations for the payments of principal or interest may be based on an index
   which may result in payments to you of less principal or interest than a non-indexed
   security...............................................................................  17
 You may have difficulty selling your securities and/or obtaining your desired price due
   to the absence of a secondary market ..................................................  18
 Because the securities are in book-entry form, your rights can only be exercised
   indirectly.............................................................................  18
 The purchase of additional receivables after the closing date may adversely affect the
   characteristics of the receivables held by the trust or the average life of and rate
   of return on the securities ...........................................................  19
FORMATION OF THE TRUSTS ..................................................................  20
</TABLE>

                                       2



                                                                         PAGE
                                                                         -----
PROPERTY OF THE TRUSTS .................................................. 20
THE RECEIVABLES ......................................................... 21
 Underwriting of Motor Vehicle Loans .................................... 22
 Servicing of the Receivables ........................................... 23
USE OF PROCEEDS ......................................................... 23
THE TRUSTEE ............................................................. 23
THE SELLER .............................................................. 24
THE SERVICER ............................................................ 24
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR SECURITIES ............... 25
DELINQUENCIES, REPOSSESSIONS AND NET LOSSES ............................. 25
WEIGHTED AVERAGE LIFE OF THE SECURITIES ................................. 25
POOL FACTORS AND TRADING INFORMATION .................................... 26
THE NOTES ............................................................... 27
 General ................................................................ 27
 Principal and Interest on the Notes .................................... 27
 The Indenture .......................................................... 28
THE CERTIFICATES ........................................................ 32
 General ................................................................ 32
 Payments of Principal and Interest ..................................... 33
CERTAIN INFORMATION REGARDING THE SECURITIES ............................ 34
 Fixed Rate Securities .................................................. 34
 Floating Rate Securities ............................................... 34
 Indexed Securities ..................................................... 42
 Derivative Arrangements ................................................ 42
 Variable Funding Note .................................................. 43
 Pro-Rata Pay/Subordinate Securities .................................... 43
 Revolving Period ....................................................... 43
 Book-Entry Registration ................................................ 43
 Definitive Securities .................................................. 47
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS .................... 48
 Sale and Assignment of Receivables ..................................... 48
 Accounts ............................................................... 49
 Servicing Procedures ................................................... 50
 Insurance on Financed Vehicles ......................................... 51
 Collections ............................................................ 52
 Advances ............................................................... 52
 Servicing Compensation ................................................. 53
 Yield Supplement Account; Yield Supplement Agreement ................... 54
 Distributions on the Securities ........................................ 55
 Credit and Cash Flow Enhancement ....................................... 55
 Net Deposits ........................................................... 56
 Statements to Trustees and the Trust ................................... 57
 Statements to Securityholders .......................................... 57
 Evidence as to Compliance .............................................. 58
 Certain Matters Regarding the Servicer ................................. 58
 Servicer Default ....................................................... 59
 Rights Upon Servicer Default ........................................... 59
 Waiver of Past Defaults ................................................ 60
 Amendment .............................................................. 60
 List of Securityholders ................................................ 61


                                       3



                                                                        PAGE
                                                                        -----
 Insolvency Event ...................................................... 61
 Payment of Notes ...................................................... 61
 Termination ........................................................... 62
 Administration Agreement .............................................. 62
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES ............................... 63
 General ............................................................... 63
 Security Interests .................................................... 63
 Repossession .......................................................... 65
 Notice of Sale; Redemption Rights ..................................... 65
 Deficiency Judgments and Excess Proceeds .............................. 65
 Certain Bankruptcy Considerations ..................................... 66
 Consumer Protection Laws .............................................. 67
 Forfeiture for Drug, RICO and Money Laundering Violations ............. 68
 Other Limitations ..................................................... 68
MATERIAL INCOME TAX CONSEQUENCES ....................................... 69
 Tax Treatment of Owner Trusts ......................................... 69
 Tax Treatment of Grantor Trusts ....................................... 77
 Federal Income Tax Treatment of FASITs ................................ 84
STATE TAX CONSEQUENCES ................................................. 88
ERISA CONSIDERATIONS ................................................... 88
UNDERWRITING ........................................................... 93
LEGAL OPINIONS ......................................................... 94
INDEX OF TERMS ......................................................... 95


















                                       4


    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.

     You can find a listing of the pages where capitalized terms used in this
prospectus are defined under the caption "Index of Terms" beginning on page 95
in this 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 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.

     IF THE TERMS OF A PARTICULAR SERIES OF SECURITIES VARY BETWEEN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN
THE PROSPECTUS SUPPLEMENT.



















                                       5


                                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.

Trust.......................   The trust to be formed for each series of
                               securities. If the trust issues notes and
                               certificates, it will be formed by a trust
                               agreement between the seller and the trustee of
                               the trust. If the trust issues only certificates,
                               it will be formed by a pooling and servicing
                               agreement among the seller, the servicer and the
                               trustee of the trust.

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

Servicer....................   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 Japanese corporation.

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

Indenture Trustee...........   If the trust issues notes, 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:

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

                               2. 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:

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


                                       6


                               2. 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:

                               1. timing and priority of payments;

                               2. seniority;

                               3. allocation of losses;

                               4. interest rate or formula for determining the
                                  interest rate;

                               5. amount of interest or principal payments;

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

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

                               8. 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 seller.
                               The seller will then sell those receivables to
                               the trust. The sale by the seller to the trust
                               will be documented under:

                               1. a pooling and servicing agreement among the
                                  seller, the servicer and the trustee (if the
                                  trust will be treated as a grantor trust for
                                  federal income tax purposes); or

                               2. a sale and servicing agreement among the
                                  seller, the servicer and the trust (if the
                                  trust will be treated other than as a grantor
                                  trust for federal income tax purposes).


                                       7


                               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:

                               1. will be described in the applicable
                                  prospectus supplement;

                               2. will primarily be a pool of receivables
                                  secured by new and used motor vehicles and
                                  amounts due or collected under the
                                  receivables on or after a specified cutoff
                                  date; and

                               3. 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 seller in rebates of
                                     premiums and other amounts relating to
                                     insurance policies and other items
                                     financed under the receivables;

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

                                  o  amounts deposited in specified bank
                                     accounts; and

                                  o  proceeds from liquidated assets.


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:

                               1. subordination of one or more other classes of
                                  securities;

                               2. one or more reserve funds;

                               3. over-collateralization;

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

                               5. surety bonds;

                               6. guaranteed investment contracts, swap or
                                  other interest rate protections;

                               7. repurchase obligations;

                               8. cash deposits; or


                                       8


                               9. other agreements, guarantees or arrangements
                                  providing for other third party payments or
                                  other support.

                               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:

                               1. yield supplement agreements;

                               2. liquidity facilities;

                               3. cash deposits; or

                               4. other agreements or arrangements providing
                                  for other third party payments or other
                                  support.

                               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.

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.


                                       9


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 securities.

Tax Status..................   Grantor Trusts--If a trust is nominally
                               referred to as a "grantor trust" in the
                               applicable prospectus supplement, special tax
                               counsel to the trust will be required to deliver
                               an opinion that the trust will be treated as a
                               grantor trust for federal income tax purposes.

                               Owner Trusts--If a trust is nominally referred
                               to as an "owner trust" in the applicable
                               prospectus supplement, special tax counsel to
                               the trust will be required to deliver an opinion
                               for federal income tax purposes:

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

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

                               If a trust is nominally referred to as an "owner
                               trust" in the applicable prospectus supplement:

                               1. by purchasing a note, you will be agreeing to
                                  treat the note as indebtedness for tax
                                  purposes; and

                               2. 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.

                               FASIT--If a trust is nominally referred to as a
                               "FASIT" in the applicable prospectus supplement,
                               special tax counsel to the trust will be
                               required to deliver an opinion that assuming
                               timely filing of a FASIT election or elections
                               and compliance with the documents specified in
                               the opinion, the trust, or one or more
                               segregated pools of trust assets, will qualify
                               as one or more FASITs 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.

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

                               Unsubordinated Grantor Trust
                               Certificates--Certificates of a class issued by
                               a grantor trust that are not subordinated to any
                               other class will generally be eligible for
                               purchase by employee benefit plans.


                                       10


                               Other Certificates--Below investment grade
                               classes of certificates issued by a grantor
                               trust and certificates issued by owner trusts
                               will not be eligible for purchase by an employee
                               benefit plan or individual retirement account
                               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.




















                                       11


                                  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           The securities represent interests solely in the
REPAYMENT ONLY UPON         trust or indebtedness of the trust and will not
PAYMENTS FROM THE TRUST'S   be insured or guaranteed by American Honda
ASSETS WHICH MAY NOT BE     Finance Corporation (the servicer), American
SUFFICIENT TO MAKE FULL     Honda Receivables Corp. (the seller), or any of
PAYMENTS ON YOUR            their respective affiliates, or the related
SECURITIES.                 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          You may receive payment of principal on your
REDUCED RETURNS ON YOUR     securities earlier than you expected for the
INVESTMENT RESULTING FROM   reasons set forth below. As a result, you may not
PREPAYMENTS, REPURCHASES    be able to reinvest the principal paid to you
OR EARLY TERMINATION OF     earlier than you expected at a rate of return
THE TRUST.                  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 seller 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 pre-funding 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 seller 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.




                                       12




                            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 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  Another person could acquire an interest in a
IN THE RECEIVABLES AND      receivable that is superior to the trust's
FINANCED VEHICLES COULD BE  interest in that receivable because the
SUPERIOR TO THE TRUST'S     receivables will not be segregated or marked as
INTEREST, WHICH MAY RESULT  belonging to the trust. The seller will cause
IN REDUCED PAYMENTS ON      financing statements to be filed with the
YOUR SECURITIES.            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 seller, and the
                            seller 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.






                                       13



                              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 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             If either American Honda Finance Corporation, the
AMERICAN HONDA FINANCE        servicer, or American Honda Receivables Corp., the
CORPORATION (SERVICER) OR     seller, become subject to bankruptcy proceedings,
AMERICAN HONDA                you could experience losses or delays in the
RECEIVABLES CORP. (SELLER)    payments on your securities. American Honda
COULD RESULT IN LOSSES OR     Finance Corporation will sell the receivables to
DELAYS IN PAYMENTS ON         American Honda Receivables Corp., and American
YOUR SECURITIES.              Honda Receivables Corp. will in turn transfer the
                              receivables to the trust. However, if 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.
                              still owns the receivables by concluding that the
                              sale to the seller or the trust was not a "true
                              sale" or, in the case of a bankruptcy of American
                              Honda Finance Corporation, that the seller should
                              be consolidated with American Honda Finance
                              Corporation 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:

                              (1)  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;

                              (2)  tax or government liens on American Honda
                                   Finance Corporation's or American Honda
                                   Receivables Corp.'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

                              (3)  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 American Honda
                                   Finance Corporation at the time American
                                   Honda Finance Corporation becomes the subject
                                   of a bankruptcy proceeding.



                                       14




                              The seller 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 seller
                              with American Honda Finance Corporation for
                              bankruptcy purposes or conclude that the sale of
                              receivables to the seller was not a "true sale."
                              We refer you to "Certain Legal Aspects of the
                              Receivables--Certain Bankruptcy Considerations" in
                              this prospectus.

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      The amount of principal required to be paid to the
ON YOUR NOTES WILL NOT        noteholders will generally be limited to amounts
CONSTITUTE AN EVENT OF        available in the collection account (and the
DEFAULT UNTIL MATURITY.       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    The servicer generally may retain all payments and
THAT ARE INTENDED TO BE       proceeds collected on the receivables during each
USED TO MAKE PAYMENTS         collection period. The servicer is generally not
ON THE SECURITIES MAY BE      required to segregate those funds from its own
EXPOSED TO A RISK OF LOSS.    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, interest
CURRENCY OR AN INTEREST       rate swap or a combined currency and interest rate
RATE SWAP, PAYMENTS ON        swap, its ability to protect itself from
THE SECURITIES WILL BE        shortfalls in cash flow caused by currency or
DEPENDENT ON PAYMENTS         interest rate changes will depend to a large
MADE UNDER THE SWAP           extent on the terms of the swap agreement and
AGREEMENT.                    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.



                                       15




                              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 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 aspecified
                              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 particular
AGREEMENT AND THE             events occur. Most of these events are generally
INABILITY TO LOCATE           beyond the control of the trust or the swap
REPLACEMENT SWAP              counterparty. If an event of default under swap
COUNTERPARTY MAY CAUSE        agreement occurs and the trustee is not able to
TERMINATION OF THE TRUST.     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:

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

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

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

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



                                       16




                              5.   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         If a trust enters into any third party credit
PARTY CREDIT ENHANCEMENT      enhancement arrangement, the rating agencies that
PROVIDER MAY AFFECT THE       rate the trust's securities will consider the
RATINGS OF THE SECURITIES.    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.

THE CALCULATIONS FOR THE      The calculation of interest or principal on a
PAYMENTS OF PRINCIPAL OR      series of securities may be based on a currency,
INTEREST MAY BE BASED ON      commodity, interest rate or other index. In this
AN INDEX WHICH MAY            situation, the amount of principal or interest
RESULT IN PAYMENTS TO YOU     payable on the securities may be less than that
OF LESS PRINCIPAL OR          payable on a conventional debt security issued at
INTEREST THAN A               the same time, including the possibility that no
NON-INDEXED SECURITY.         interest or principal will be paid. In addition,
                              if the formula for calculating the payments on the
                              securities includes a feature that multiplies the
                              effect of any change in the index, changes to the
                              index could result in even greater changes in the
                              value of the securities or the payments to be made
                              on the securities.

                              You may not be able to easily trade these types of
                              securities after you purchase them. This is
                              referred to as a "secondary market." It cannot be
                              predicted whether there will be a secondary market
                              for these types of securities or if one develops,
                              how liquid it would be. The secondary market for
                              these types of securities will be affected by a
                              number of factors that are not dependent on the
                              performance of the trust and its assets. These
                              factors include the complexity and volatility of
                              the index, the method of calculating the principal
                              and interest payments on the securities, the time
                              remaining to the maturity of the securities, the
                              outstanding amount of the securities and market
                              interest rates. The value of the index will depend
                              on a number of interrelated factors which cannot
                              be controlled by the trust, including economic,
                              financial and political events. For these reasons,
                              you may not be able to readily sell your
                              securities or receive the price you expected for
                              their sale.




                                       17




                              In recent years, many indices have been highly
                              volatile, and the volatility may continue in the
                              future. You should review carefully the historical
                              experience of any index to which a series of
                              securities are pegged, but should not take that
                              historical experience as a predictor of future
                              performance of the index during the term of any
                              security. The credit ratings assigned to the
                              securities do not reflect the potential impact of
                              the factors discussed above, or what the impact
                              may be on your securities' market value at any
                              time. For this reason, only investors capable of
                              understanding the risks involved should invest in
                              indexed securities. In addition, investors whose
                              investment activities are restricted by law or
                              subject to regulation may not be able to purchase
                              these types of securities. Investors are
                              responsible for determining whether they may
                              purchase indexed securities. You are strongly
                              urged to consult with your financial advisors
                              before deciding to invest in indexed securities.

YOU MAY HAVE DIFFICULTY       The securities are not expected to be listed on
SELLING YOUR SECURITIES       any securities exchange. Therefore, in order to
AND/OR OBTAINING YOUR         sell your securities, you must first locate a
DESIRED PRICE DUE TO THE      willing purchaser. In addition, currently, no
ABSENCE OF A SECONDARY        secondary market exists for the securities. We
MARKET.                       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    Because the securities will be issued in
IN BOOK-ENTRY FORM, YOUR      book-entry form, you will be required to hold your
RIGHTS CAN ONLY BE            interest in the securities through The Depository
EXERCISED INDIRECTLY.         Trust Company in the United States, or Clearstream
                              Banking, societe anonyme, or the Euroclear System
                              in Europe. Transfers of interests in the
                              securities within DTC, 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 "Securityholder", as
                              such term is used in the trust agreement. 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 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.




                                       18




THE PURCHASE OF               If so specified in the related prospectus
ADDITIONAL RECEIVABLES        supplement, a trust may either use amounts on
AFTER THE CLOSING DATE MAY    deposit of principal collections received on its
ADVERSELY AFFECT THE          receivables to purchase additional receivables
CHARACTERISTICS OF THE        from the seller after the related closing date
RECEIVABLES HELD BY THE       during a specified revolving period or use funds
TRUST OR THE AVERAGE LIFE OF  on deposit in a pre-funding account during a
AND RATE OF RETURN ON THE     specified funding period to purchase additional
SECURITIES.                   receivables. All additional receivables purchased
                              from the seller 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.




















                                       19


                             FORMATION OF THE TRUSTS

     American Honda Receivables Corp. (the "Seller") will establish each trust
(each, a "Trust") pursuant to a Trust Agreement (as amended and supplemented
from time to time, the "Trust Agreement") or a Pooling and Servicing Agreement
(as amended from time to time, the "Pooling and Servicing Agreement"), as
applicable.

     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 supplement to this
prospectus (a "prospectus supplement"). The notes and certificates are
collectively referred to in this prospectus as the "Securities."

                             PROPERTY OF THE TRUSTS

     The property of each Trust will consist of a pool (each, a "Receivables
Pool") of retail installment sale contracts originated on or after the date
indicated in the applicable prospectus supplement between Honda and Acura
dealers (the "Dealers") and retail purchasers (the "Obligors"). These contracts
are referred to as the "Receivables" and evidence the indirect financing made
available by American Honda Finance Corporation ("AHFC") to the Obligors. The
Receivables will be secured by new or used Honda and Acura motor vehicles (the
"Financed Vehicles") and all principal and interest payments made on or after
the applicable cutoff date (each, a "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 agreements with Dealers governing the assignment of the
Receivables to AHFC (the "Dealer Agreements"). AHFC will purchase the
Receivables of each Receivables Pool in the ordinary course of business
pursuant to the Dealer Agreements.

     On or before the date of the initial issuance of any series of Securities
(each, a "Closing Date"), AHFC will sell the Receivables comprising the related
Receivables Pool to the Seller, and the Seller will sell those Receivables to
the Trust pursuant to, if the Trust is to be treated other than as a grantor
trust for federal income tax purposes, the related Sale and Servicing Agreement
among the Seller, the Servicer and the Trust (as amended and supplemented from
time to time, the "Sale and Servicing Agreement") or, if the Trust is to be
treated as a grantor trust for federal income tax purposes, the related Pooling
and Servicing Agreement. AHFC will continue to service the Receivables.

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

     1.   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 or Pooling and Servicing Agreement;

     2.   security interests in the Financed Vehicles and any related property;

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

     4.   AHFC's right to receive payments from Dealers obligated to repurchase
          Receivables from AHFC which do not meet specified representations made
          by the Dealers;

     5.   the Seller's right under, as applicable, the Sale and Servicing
          Agreement, the Pooling and Servicing Agreement, the Purchase Agreement
          and the Yield Supplement Agreement, if any;

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

     7.   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. In limited
circumstances, a Trust will also have access to the funds in a Yield Supplement
Account.


                                       20


                                 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. The Seller will not use selection procedures adverse to
Securityholders when selecting the Receivables from qualifying retail
installment sale contracts. These criteria provide that each Receivable:

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

     2.   provides for level monthly payments which provide interest at the
          annual percentage rate ("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;

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

     4.   satisfies the other criteria, if any, set forth in the applicable
          prospectus supplement.

     Each Receivable will provide for the allocation of payments (each, a
"Scheduled Payment") according to (i) the simple interest method ("Simple
Interest Receivables"), (ii) the "actuarial" method ("Actuarial Receivables")
or (iii) the "sum of periodic balances" or "sum of monthly payments" method
("Rule of 78s Receivables" and, together with the Actuarial Receivables, the
"Precomputed Receivables").

     Simple Interest Receivables. Payments on Simple Interest Receivables 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.

     Actuarial Receivables. An Actuarial Receivable 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.

     Rule of 78s Receivables. A Rule of 78s Receivable provides for the payment
by the Obligor of a specified total amount of payments, payable in monthly
installments on the related due date, which total represents the principal
amount financed and finance charges in an amount calculated on the basis of the
related APR for the term of that Receivable. The rate at which the amount of
finance charges is earned and, correspondingly, the amount of each Scheduled
Payment allocated to reduction of the outstanding principal balance of a Rule
of 78s Receivable are calculated in accordance with the Rule of 78s. Under the
Rule of 78s, the portion of each payment allocable to interest is higher during
the early months of the term of a Rule of 78s Receivable and lower during later
months than that under a constant yield method for allocating payments between
interest and principal. Notwithstanding the foregoing, all payments received by
the Servicer on or in respect of the Rule of


                                       21


78s Receivables will be allocated pursuant to the related Transfer and
Servicing Agreement, as the case may be, on an actuarial basis. No adjustment
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 by acceleration) 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 by
acceleration) of a Simple Interest Receivable, a "rebate" will not be made to
the Obligor, but the Obligor will be required to 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. Payments to
Securityholders will not be affected by rebates under the Rule of 78s
Receivables because pursuant to the related Transfer and Servicing Agreement
the payments will be determined using the actuarial method.

     Unless otherwise provided in the related prospectus supplement, each Trust
will account for the Rule of 78s Receivables as if those Receivables were
Actuarial Receivables. Amounts received upon prepayment in full of a Rule of
78s Receivable in excess of the then outstanding principal balance of the
Receivable and accrued interest thereon (calculated pursuant to the actuarial
method) will not be paid to the Noteholders or passed through to the
Certificateholders of the applicable series but will be deemed to be an excess
amount and released to the Seller or otherwise applied as set forth in the
related prospectus supplement.

     Additional information with respect to each Receivables Pool will be set
forth in the related prospectus supplement, including, to the extent
appropriate, the composition, the distribution by APR and by the states of
origination, the portion of the Receivables Pool consisting of Precomputed
Receivables and of Simple Interest Receivables and the portion of the
Receivables Pool secured by new and used vehicles.


UNDERWRITING OF MOTOR VEHICLE LOANS

     AHFC purchases retail installment sale contracts secured by new or used
Honda and Acura motor vehicles from approximately 1,270 Dealers, as of December
31, 2001, located throughout the United States. These contracts are
underwritten using AHFC's standard underwriting procedures. The Receivables are
originated by Dealers in accordance with AHFC's requirements under existing
Dealer Agreements and will be purchased in accordance with AHFC'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.

     AHFC 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, AHFC obtains a credit report from an independent credit bureau
reporting agency. AHFC reviews the credit report to determine the applicant's
current credit status and past credit performance. AHFC 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.

     AHFC'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. AHFC makes its final credit
decision based upon the degree of credit risk perceived and the amount of
credit requested.

     AHFC'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


                                       22


which shows the name and address of the insurance company along with a
description of the type of coverage. AHFC generally requires Obligors to
provide it with evidence of compliance with the foregoing insurance
requirements; however, AHFC performs no ongoing verification of insurance
coverage. AHFC 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).


SERVICING OF THE RECEIVABLES

     AHFC 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. AHFC 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, AHFC generally attempts to repossess the
vehicle. AHFC 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). AHFC's Marketing
Department handles motor vehicle sales for AHFC, including the sale of
repossessed vehicles. AHFC 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 AHFC. 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 AHFC to the extent practicable and
legally permitted. We refer you to "Certain Legal Aspects of the
Receivables--Deficiency Judgments and Excess Proceeds." AHFC attempts to
contact Obligors and establish and monitor repayment schedules until the
deficiencies are either paid in full or become impractical to pursue.


                                 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 Seller and to fund any related
Reserve Fund or other accounts of the Trust. The Seller will purchase
Receivables from AHFC from the net proceeds it receives from any Trust.


                                   THE TRUSTEE

     The trustee for each Trust (the "Trustee") or the trustee under any
Indenture pursuant to which notes are issued (the "Indenture Trustee") will be
specified in the applicable prospectus supplement. The Trustee's or the
Indenture Trustee's liability in connection with the issuance and sale of the
related Securities is limited solely to the express obligations of that Trustee
or Indenture Trustee set forth in the related Trust Agreement, Pooling and
Servicing Agreement, Sale and Servicing Agreement or Indenture, as applicable.
A Trustee or Indenture Trustee may resign at any time, in which event the
Servicer, or its successor, will be obligated to appoint a successor thereto.
The Administrator of a Trust that is not a grantor trust may also remove a
Trustee or Indenture 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. The Servicer for a Trust
that is a grantor trust may remove a Trustee that becomes insolvent or
otherwise ceases to be eligible to continue in that capacity under the related
Pooling and Servicing Agreement. In those circumstances, the Servicer or, in
the case of a series that includes notes, the Administrator, as the


                                       23


case may be, will be obligated to appoint a successor thereto. Any resignation
or removal of a Trustee or Indenture Trustee and appointment of a successor
trustee will not become effective until acceptance of the appointment by the
successor.


                                   THE SELLER

     The Seller is a wholly owned, limited purpose finance subsidiary of AHFC
and was incorporated in the State of California in August 1992. The Seller's
principal executive offices are located at 20800 Madrona Avenue, Torrance,
California 90503 and its telephone number is (310) 972-2511.

     The Seller 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 Seller's articles of incorporation limit
the activities of the Seller to the foregoing purposes and to any activities
incidental to and necessary for those purposes.


                                 THE SERVICER

     American Honda Finance Corporation (sometimes referred to herein as the
"Servicer") was incorporated in the State of California in February 1980.
AHFC's principal executive offices are located at 20800 Madrona Avenue,
Torrance, California 90503. Its telephone number is (310) 972-2200. AHFC and
its Canadian subsidiary, Honda Canada Finance, Inc. ("HCFI"), provide wholesale
and retail financing to authorized dealers in the United States and Canada for
the following:

     (1)  Honda and Acura automobiles, minivans and sport utility vehicles;

     (2)  Honda motorcycles (including scooters and all terrain vehicles); and

     (3)  Honda power equipment including lawn and utility tractors, lawnmowers,
          snow throwers, water pumps, portable outboard motors, outboard marine
          engines and generators. Receivables related to these assets are not
          included as assets of the Trust.

     AHFC and HCFI also offer retail leasing for Honda and Acura motor vehicles
or Honda motorcycles throughout the United States and Canada. AHFC (and through
its wholly owned subsidiary, American Honda Service Contract Corporation, in
Florida) administers the sale of vehicle service contracts throughout the
United States for American Honda Motor Co., Inc. ("AHMC"), a California
corporation.

     AHFC has the following wholly owned special purpose finance subsidiaries:

     o    American Honda Receivables Corp., a California corporation,

     o    American 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 Japanese corporation 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:

     (1)  Honda and Acura motor vehicles and Honda motorcycles;

     (2)  Honda power equipment; and

     (3)  Honda and Acura parts and accessories.


                                       24


            WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR SECURITIES

     The Trust--The Trustee will provide to securityholders ("Securityholders")
(which shall be Cede & Co. ("Cede") as the nominee of DTC unless Definitive
Securities are issued under the limited circumstances described in this
prospectus) unaudited monthly and annual reports concerning the Receivables and
other specified matters. We refer you to "Description of the Transfer and
Servicing Agreements--Statements to Securityholders" and "--Evidence as to
Compliance" in this prospectus. Copies of these reports may be obtained at no
charge at the offices specified in the applicable prospectus supplement.

     The Seller--AHRC, as Seller of the Receivables, has filed with the
Securities and Exchange Commission (the "SEC") a registration statement on Form
S-3 under the Securities Act of 1933 (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 principal
office of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the SEC at 175 W. Jackson Boulevard,
Suite 900, Chicago, Illinois 60604, and 233 Broadway, New York, New York 10279.
You may obtain information on the operation of the SEC's public reference rooms
by calling the SEC at (800) SEC-0330. You may obtain copies of SEC filings at
prescribed rates by writing to the Public Reference Section of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., 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.

     Copies of the operative agreements relating to the Securities will also be
filed with the SEC.


                   DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

     Information concerning AHFC's experience pertaining to delinquencies,
repossessions and net losses on its portfolio of new and used retail motor
vehicle receivables (including receivables previously sold that AHFC continues
to service) will be set forth in each prospectus supplement. There can be no
assurance that the delinquency, repossession and net loss experience on any
Receivables Pool will be comparable to prior experience or to the information
in any prospectus supplement.


                     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 Seller 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.


                                       25


     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 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 Seller or Servicer will be obligated to repurchase
Receivables from a given Trust pursuant to the related Sale and Servicing
Agreement or Pooling 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". We also refer you to "Description of
the Transfer and Servicing Agreements--Termination" 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 Pool Balance is 10% or
less of the Pool Balance as of the Cutoff Date.

     In addition, pursuant to agreements between AHFC and the Dealers, each
Dealer is obligated to repurchase from AHFC contracts which do not meet
particular representations and warranties made by that Dealer (these Dealer
repurchase obligations are referred to in this prospectus 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
or Pooling and Servicing Agreement will require that AHFC 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 AHFC 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 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 Receivables Pool 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


                                       26


Certificate Balance of that class of certificates. The "Certificate Balance"
for any class of certificates as of any Payment Date will equal the Original
Certificate Balance of that class, as reduced by all amounts distributed on or
prior to that Payment Date on that class of certificates and allocable to
principal. The "Original Certificate Balance" for each class of certificates
will be stated in the applicable prospectus supplement.

     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, 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 Pool Balance, 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 (each, a
"class") of notes of the related series will be issued pursuant to the terms of
an indenture (the "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 Seller 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 notes (a "Noteholder") 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 or in the applicable prospectus
supplement. 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."


PRINCIPAL AND INTEREST ON THE NOTES

     The applicable prospectus supplement will describe the timing and priority
of payment, seniority, allocations of losses, interest rate (the "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 (the "Strip Notes") entitled to (1) principal payments with
disproportionate, nominal or no interest payments or (2) interest payments with
disproportionate, nominal or no principal payments. Each class of notes may
have a different Interest Rate, which may be a fixed, variable or


                                       27


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." One or more classes of notes of a series may be
redeemable in whole or in part, including as a result of the Servicer
exercising its option to purchase the related Receivables Pool or other early
termination of the related trust.

     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."

     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:

     1.   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;

     2.   impair the right to institute suit for the enforcement of specified
          provisions of the related Indenture regarding payment;

     3.   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;

     4.   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 Seller or an affiliate of any of them;

     5.   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


                                       28


          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;

     6.   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

     7.   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, "Events of Default"
under the related Indenture will consist of:

     1.   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;

     2.   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;

     3.   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;

     4.   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;

     5.   particular events of bankruptcy, insolvency, receivership or
          liquidation of the applicable Trust; or

     6.   other events, if any, set forth in the related prospectus supplement.

     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 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 the Events of Default described
in (1) and (2) above) 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.


                                       29


     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 (1) institute
proceedings to collect amounts due or foreclose on Trust property, (2) exercise
remedies as a secured party, (3) sell the assets of the related trust, or (4)
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:

     1.   the holders of the notes of the related series then outstanding (or
          relevant class or classes of notes) consent to the sale; or

     2.   the proceeds of the sale are sufficient to pay in full the principal
          of and the accrued interest on all outstanding notes of the related
          series at the date of the sale; or

     3.   the Indenture Trustee determines that the Trust Estate will not
          continue to provide sufficient funds to make all payments on the
          outstanding notes 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 662/3%
          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 the most senior 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 the most senior
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 deposit of
collections or other required amounts, any required payment from amounts held
in any trust account in respect of amounts due on the notes, 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:

     1.   the holder of a note or notes previously has given to the applicable
          Indenture Trustee written notice of a continuing Event of Default;

     2.   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 the most senior 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;


                                       30


     3.   the holder or holders of notes have offered the Indenture Trustee
          reasonable indemnity; and

     4.   the Indenture Trustee has for 60 days failed to institute a
          proceeding.

     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.

     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,

     1.   the entity formed by or surviving the consolidation or merger is
          organized under the laws of the United States or any state;

     2.   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;

     3.   no Event of Default shall have occurred and be continuing immediately
          after the merger or consolidation;

     4.   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;

     5.   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;

     6.   the parties take any action necessary to maintain the lien and
          security interest created by the Indenture; and

     7.   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 (collectively, the "Related
          Documents"), 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 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 Related Documents, dissolve or
          liquidate in whole or in part;

     o    permit the validity or effectiveness of the related Indenture to be
          impaired 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;


                                       31


     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 Related Documents.

     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. 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.


                               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 or a Pooling and Servicing 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 or Pooling and Servicing
Agreement, as applicable.

     Except for the certificates, if any, of a given series purchased by the
Seller, 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
Seller, the certificates will be available for purchase in the denominations
specified in the applicable prospectus supplement in book-entry form only. The
Seller 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 (a
"Certificateholder") of any series that are not purchased by the Seller. 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." Any
certificates of a given series owned by the Seller or its affiliates will be
entitled to equal and proportionate benefits under the applicable Trust


                                       32


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 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 (the "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.
Payments of interest on those certificates will be made on the dates specified
in the applicable prospectus supplement (each, a "Payment Date"). To the extent
provided in the applicable prospectus supplement, a series may include one or
more classes of certificates (the "Strip Certificates") entitled to (1)
payments in respect of principal with disproportionate, nominal or no interest
payments or (2) interest payments with disproportionate, nominal or no payments
in respect of principal. 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." 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 Securityholders have been made may be released to the Seller, AHFC
or one or more third party credit or liquidity enhancement providers.


                                       33


                  CERTAIN INFORMATION REGARDING THE SECURITIES


FIXED RATE SECURITIES

     Any class of Securities (other than some classes of Strip Notes or Strip
Certificates) may bear interest at a fixed rate per annum ("Fixed Rate
Securities") or at a variable or adjustable rate per annum ("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."


FLOATING RATE SECURITIES

     Interest Rate Basis. Each class of Floating Rate Securities will bear
interest during each applicable Interest Period at a rate per annum determined
by reference to an interest rate basis (the "Base Rate"), plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, in each case as
specified in the applicable prospectus supplement. The "Spread" is the number
of basis points to be added to or subtracted from the related Base Rate
applicable to the Floating Rate Securities. The "Spread Multiplier" is the
percentage of the related Base Rate applicable to the Floating Rate Securities
by which that Base Rate will be multiplied to determine the applicable interest
rate on those Floating Rate Securities. The applicable prospectus supplement
will designate one of the following Base Rates as applicable to a particular
Floating Rate Security:

     o    LIBOR (a "LIBOR Security");

     o    the Commercial Paper Rate (a "Commercial Paper Rate Security");

     o    the Treasury Rate (a "Treasury Rate Security");

     o    the Federal Funds Rate (a "Federal Funds Rate Security");

     o    the CD Rate (a "CD Rate Security"); or

     o    any other Base Rate that is set forth in the applicable prospectus
          supplement.

     "Business Day" as used in this prospectus means, unless otherwise
specified in the applicable prospectus supplement:

1.   for United States dollar denominated Securities for which Libor is not an
     applicable Interest Rate Basis:

     o    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
          (a "New York Business Day");

2.   for United States dollar denominated Securities for which Libor is an
     applicable Interest Rate Basis:

     o    a day that is both (1) a day on which commercial banks are open for
          business, including dealings in the designated Index Currency (as
          defined below) in London (a "London Business Day") and (2) a New York
          Business Day;

3.   for non-United States dollar denominated Securities (other than Securities
     denominated in euro) for which Libor is not an applicable Interest Rate
     Basis:

     o    a day that is both (1) a day other than a day on which commercial
          banks are authorized or required by law, regulation or executive order
          to close in the Principal Financial Center (as defined below) of the
          country issuing the Specified Currency (as defined below) (a
          "Principal Financial Center Business Day") and (2) a New York Business
          Day;


                                       34


4.   for non-United States dollar denominated Securities (other than Securities
     denominated in euro) for which Libor is an applicable Interest Rate Basis:

     o    a day that is all of (1) a Principal Financial Center Business Day;
          (2) a New York Business Day; and (3) a London Business Day;

5.   for euro denominated Securities for which Libor is not an applicable
     Interest Rate Basis:

     o    a day that is both (1) a day on which the Trans-European Automated
          Real-time Gross Settlement Express Transfer (TARGET) System is open (a
          "TARGET Business Day") and (2) a New York Business Day;

6.   for euro denominated Securities for which Libor is an applicable Interest
     Rate Basis:

     o    a day that is all of (1) a TARGET Business Day; (2) a New York
          Business Day; and (3) a London Business Day.

     "Principal Financial Center" means, unless otherwise specified in the
applicable prospectus supplement:

     o    the capital city of the country issuing the Specified Currency except
          that with respect to United States dollars, Australian dollars,
          Canadian dollars, Deutsche marks, Dutch guilders, South African rand
          and Swiss francs, the Principal Financial Center will be The City of
          New York, Sydney and Melbourne, Toronto, Frankfurt, Amsterdam,
          Johannesburg and Zurich, respectively; or

     o    the capital city of the country to which the Index Currency relates,
          except that with respect to United States dollars, Canadian dollars,
          Deutsche marks, Dutch guilders, Portuguese escudos, South African rand
          and Swiss francs, the Principal Financial Center will be the The City
          of New York, Toronto, Frankfurt, Amsterdam, London, Johannesburg and
          Zurich, respectively.

     "Specified Currency" means the currency in which a particular Security is
denominated (or, if the currency is no longer legal tender for the payment of
public and private debts, any other currency of the relevant country which is
then legal tender for the payment of such debts).

     "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.

     Interest Reset Dates. Each applicable prospectus supplement will specify
whether the rate of interest on the related Floating Rate Securities will be
reset daily, weekly, monthly, quarterly, semiannually, annually or some other
specified period (each, an "Interest Reset Period") and the dates on which that
Interest Rate will be reset (each, an "Interest Reset Date"). Unless otherwise
specified in the applicable prospectus supplement, the Interest Reset Date will
be, in the case of Floating Rate Securities which reset:

     (1)  daily, each Business Day;

     (2)  weekly, the Wednesday of each week (with the exception of weekly reset
          Treasury Rate Securities which will reset the Tuesday of each week
          except as described below);

     (3)  monthly, the third Wednesday of each month;

     (4)  quarterly, the third Wednesday of March, June, September and December
          of each year;

     (5)  semiannually, the third Wednesday of the two months specified in the
          applicable prospectus supplement;

     (6)  annually, the third Wednesday of the month specified in the applicable
          prospectus supplement; or

     (7)  any other Interest Reset Date set forth in the applicable prospectus
          supplement.


                                       35


     Unless otherwise specified in the related prospectus supplement, if any
Interest Reset Date for any Floating Rate Security would otherwise be a day
that is not a Business Day, the applicable Interest Reset Date will be
postponed to the next succeeding day that is a Business Day, except that in the
case of a Floating Rate Security as to which LIBOR is an applicable Base Rate,
if that Business Day falls in the next succeeding calendar month, that Interest
Reset Date will be the immediately preceding Business Day. In addition, in the
case of a Floating Rate Security for which the Treasury Rate is an applicable
Interest Rate Basis, if the Interest Determination Date would otherwise fall on
an Interest Reset Date, then the applicable Interest Reset Date will be
postponed to the next succeeding Business Day.

     Except as set forth above or in the applicable prospectus supplement, the
interest rate in effect on each date will be:

     o    if the date is an Interest Reset Date, the interest rate determined on
          the related Interest Determination Date, as defined below, immediately
          preceding that Interest Reset Date, or

     o    if the day is not an Interest Reset Date, the interest rate determined
          on the related Interest Determination Date immediately preceding the
          most recent Interest Reset Date.

     Interest Payments. The interest Payment Dates will be specified in the
applicable prospectus supplement. Unless otherwise specified in the related
prospectus supplement, if any Payment Date for a Floating Rate Security (other
than the final Payment Date) would otherwise be a day that is not a Business
Day, that Payment Date will be the next succeeding day that is a Business Day
except that in the case of a Floating Rate Security as to which LIBOR is the
applicable Base Rate, if the Business Day falls in the next succeeding calendar
month, the applicable Payment Date will be the immediately preceding Business
Day. If the final Payment Date of a Floating Rate Security falls on a day that
is not a Business Day, the payment of principal, premium, if any, and interest
will be made on the next succeeding Business Day, and no interest on that
payment shall accrue for the period from and after that scheduled Payment Date.


     Each Floating Rate Security will accrue interest on an "Actual/360" basis,
an "Actual/Actual" basis, or a "30/360" basis, in each case as specified in the
applicable prospectus supplement. For Floating Rate Securities calculated on an
Actual/360 basis and Actual/Actual basis, accrued interest for each Interest
Period will be calculated by multiplying:

     (1)  the face amount of the Floating Rate Security;

     (2)  the applicable interest rate; and

     (3)  the actual number of days in the related Interest Period, and dividing
          the resulting product by 360 or 365, as applicable (or, with respect
          to an Actual/Actual basis Floating Rate Security, if any portion of
          the related Interest Period falls in a leap year, the product of (1)
          and (2) above will be multiplied by the sum of (x) the actual number
          of days in that portion of that Interest Period falling in a leap year
          divided by 366 and (y) the actual number of days in that portion of
          that Interest Period falling in a non-leap year divided by 365).

     For Floating Rate Securities calculated on a 30/360 basis, accrued
interest for an Interest Period will be computed on the basis of a 360-day year
consisting of twelve 30-day months, irrespective of how many days are actually
in that Interest Period. With respect to any Floating Rate Security that
accrues interest on a 30/360 basis, if any Payment Date, including the related
final Payment Date, falls on a day that is not a Business Day, the related
payment of principal or interest will be made on the next succeeding Business
Day as if made on the date that payment was due, and no interest will accrue on
the amount so payable for the period from and after that Payment Date.

     The "Interest Period" with respect to any class of Floating Rate
Securities will be set forth in the applicable prospectus supplement.

     Interest Determination Dates. The interest rate applicable to each
Interest Reset Period beginning on the Interest Reset Date with respect to that
Interest Reset Period will be the rate determined on the applicable "Interest
Determination Date," as follows unless otherwise specified in the applicable
prospectus supplement:


                                       36


     o    The Interest Determination Date for the CD Rate, the Commercial Paper
          Rate and the Federal Funds Rate will be the second Business Day
          preceding each Interest Reset Date for the related Floating Rate
          Security;

     o    The Interest Determination Date for LIBOR will be the second London
          Banking Day preceding each Interest Reset Date;

     o    The Interest Determination Date for the Treasury Rate will be the day
          in the week in which the related Interest Reset Date falls on which
          day Treasury Bills, as defined below, are normally auctioned. 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 the auction may be held on the
          preceding Friday; provided, however, that if an auction is held on the
          Friday of the week preceding the related Interest Reset Date, the
          related Interest Determination Date will be that preceding Friday; and
          provided further, that if an auction falls on any Interest Reset Date,
          then the related Interest Reset Date will instead be the first
          Business Day following that auction.

     As used in this prospectus, "London Banking Day" means any day on which
commercial banks are open for business (including dealings in designated Index
Currency) in London.

     Maximum and Minimum Interest Rates. As specified in the applicable
prospectus supplement, Floating Rate Securities of a given class may also have
either or both of the following (in each case expressed as a rate per annum):
(1) a maximum limitation, or ceiling, on the rate at which interest may accrue
during any Interest Period, which may be an available funds cap rate, and (2) a
minimum limitation, or floor, on the rate at which interest may accrue during
any Interest Period. In addition to any maximum interest rate that may be
applicable to any class of Floating Rate Securities, the interest rate
applicable to any class of Floating Rate Securities will in no event be higher
than the maximum rate permitted by applicable law, as the same may be modified
by United States law of general application.

     Calculation Agent. 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 (each, a "Calculation Agent") to calculate Interest Rates on
each class of Floating Rate Securities. The applicable prospectus supplement
will set forth the identity of the Calculation Agent for each class of Floating
Rate Securities of a given series, which may be the related Trustee or
Indenture Trustee with respect to that series. All determinations of interest
by the Calculation Agent shall, in the absence of manifest error, be conclusive
for all purposes and binding on the holders of Floating Rate Securities of a
given class. All percentages resulting from any calculation on Floating Rate
Securities will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655)), and all dollar amounts used in or resulting from that calculation
on Floating Rate Securities will be rounded to the nearest cent (with one-half
cent being rounded upwards).

     Calculation Date. Unless specified otherwise in the applicable prospectus
supplement, the "Calculation Date," if applicable, pertaining to any Interest
Determination Date, will be the earlier of:

     o    the thirteenth calendar day after the applicable Interest
          Determination Date, or, if that day is not a Business Day, the next
          succeeding Business Day, or

     o    the Business Day preceding the applicable Interest Payment Date or
          final scheduled Payment Date, as the case may be.

     Index Maturity means the period to maturity of the instrument or
obligation with respect to which the Base Rate will be calculated.

     CD Rate Securities.  Each CD Rate Security will bear interest at the rates
calculated with reference to the CD Rate and the Spread or Spread Multiplier,
if any, specified in that CD Rate Security and in the applicable prospectus
supplement.


                                       37


     Unless otherwise specified in the applicable prospectus supplement, "CD
Rate" means the rate on the applicable Interest Determination Date for
negotiable United States dollar certificates of deposit having the Index
Maturity designated in the applicable prospectus supplement as published in
H.15(519) (as defined below) under the heading "CDs (secondary market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above:

(1)  If the rate referred to above is not published prior to 3:00 P.M., New York
     City time, on the related Calculation Date, then the CD Rate on the
     applicable Interest Determination Date will be the rate for negotiable
     United States dollar certificates of deposit of the Index Maturity
     designated in the applicable prospectus supplement as published in H.15
     Daily Update (as defined below), or other recognized electronic source used
     for the purpose of displaying the applicable rate, under the heading "CDs
     (secondary market)."

(2)  If the rate referred to in clause (1) above is not so published by 3:00
     P.M., New York City time, on the related Calculation Date, then the CD Rate
     for the applicable Interest Determination Date will be the rate 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 nonbank dealers in negotiable
     United States dollar certificates of deposit in The City of New York
     selected by the Calculation Agent for negotiable United States dollar
     certificates of deposit of major United States money market banks for
     negotiable certificates of deposit with a remaining maturity closest to the
     Index Maturity designated in the applicable prospectus supplement in an
     amount that is representative for a single transaction in that market at
     that time.

(3)  If the dealers selected by the Calculation Agent are not quoting as set
     forth in clause (2) above, the CD Rate on the applicable Interest
     Determination Date will be the rate in effect on the applicable 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.bog.frb.fed.us/releases/ h15/update, or any successor site or
publication.

     Commercial Paper Rate Securities. Each Commercial Paper Rate Security will
bear interest at the rates calculated with reference to the Commercial Paper
Rate and the Spread or Spread Multiplier, if any, specified in that Commercial
Paper Rate Security and in the applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement,
"Commercial Paper Rate" means the Money Market Yield (as defined below) 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 heading "Commercial Paper--Nonfinancial".

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

(1)  If the rate referred to above is not published by 3:00 P.M., New York City
     time, on the related Calculation Date, then the Commercial Paper Rate will
     be 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 published in H.15 Daily Update, or other
     recognized electronic source for the purpose of displaying the applicable
     rate under the heading "Commercial Paper--Nonfinancial."

(2)  If by 3:00 P.M. New York City time, on the related Calculation Date, the
     Commercial Paper Rate is not yet published in either H.15(519) or H.15
     Daily Update, then the Commercial Paper Rate for the applicable Interest
     Determination Date will be calculated by the Calculation Agent as the Money
     Market Yield of the arithmetic mean of the offered rates at approximately
     11:00 A.M.,


                                       38


     New York City time, on the applicable Interest Determination Date of three
     leading dealers of United States commercial paper in The City of New York
     selected by the Calculation Agent 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, by a
     nationally recognized securities rating organization.

(3)  If the dealers selected by the Calculation Agent are not quoting as
     mentioned in clause (2) above, the Commercial Paper Rate determined on the
     applicable Interest Determination Date will be the rate in effect on the
     applicable Interest Determination Date.

     "Money Market Yield" means a yield (expressed as a percentage rounded
upwards to the nearest one hundred-thousandth of a percentage point) calculated
in accordance with the following formula:

                                   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 in the Interest Period for which interest is being
calculated.

     Federal Funds Rate Securities. Each Federal Funds Rate Security will bear
interest at the rates calculated with reference to the Federal Funds Rate and
the Spread or Spread Multiplier, if any, specified in that Federal Funds Rate
Security and in the applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement,
"Federal Funds Rate" means the rate on the applicable Interest Determination
Date for United States dollar federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc. or
any successor service on page 120 or any other page as may replace the
applicable page on the service ("Telerate Page 120").

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:

(1)  If the rate referred above does not appear on Telerate Page 120 or is not
     published prior to 3:00 P.M., New York City time, on the related
     Calculation Date, the Federal Funds Rate for the applicable Interest
     Determination Date will be the rate on the applicable Interest
     Determination Date for United States dollar federal funds published in H.15
     Daily Update, or other recognized electronic source for the purpose of
     displaying the applicable rate under the heading "Federal Funds
     (Effective)."

(2)  If the Federal Funds Rate is not so published by 3:00 P.M., New York City
     time, on the related Calculation Date, the Federal Funds Rate for the
     applicable Interest Determination Date will be calculated by the
     Calculation Agent as the arithmetic mean of the rates for the last
     transaction in overnight United States dollar federal funds arranged by
     three leading brokers of United States dollar federal funds transactions in
     The City of New York selected by the Calculation Agent before 9:00 A.M.,
     New York City time, on the applicable Interest Determination Date.

(3)  If brokers so selected by the Calculation Agent are not quoting as
     mentioned in clause (2) above, the Federal Funds Rate for the applicable
     Interest Determination Date will be the Federal Funds Rate in effect on the
     applicable Interest Determination Date.

     LIBOR Securities. Each LIBOR Security will bear interest at the rates
calculated with reference to LIBOR and the Spread or Spread Multiplier, if any,
specified in that LIBOR Security and in the applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement, "LIBOR"
means:

     1.   if "LIBOR Telerate" is specified in the applicable prospectus
          supplement, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
          specified in the applicable prospectus supplement as the method for
          calculating LIBOR, LIBOR will be the rate for deposits in


                                       39


          the Index Currency having the Index Maturity designated in the
          applicable prospectus supplement, commencing on the second London
          Banking Day immediately following the applicable Interest
          Determination Date that appears on the Designated LIBOR Page specified
          in the applicable prospectus supplement as of 11:00 A.M. London time,
          on the applicable Interest Determination Date, or

     2.   If "LIBOR Rueters" is specified in the applicable prospectus
          supplement, LIBOR will be the arithmetic mean of the offered rates for
          deposits in the Index Currency having the Index Maturity designated in
          the applicable prospectus supplement, commencing on the second London
          Banking Day immediately following the applicable Interest
          Determination Date, that appear on the Designated LIBOR Page specified
          in the applicable prospectus supplement as of 11:00 A.M. London time
          on the applicable Interest Determination Date, if at least two offered
          rates appear (except as provided in the following sentence). If the
          Designated LIBOR Page by its terms provides for only a single rate,
          then the single rate will be used.

     The following procedures will be followed if LIBOR cannot be determined as
described above:

     1.   With respect to an Interest Determination Date on which fewer than two
          offered rates appear, or no rate appears, as the case may be, on the
          applicable Designated LIBOR Page, LIBOR for the applicable Interest
          Determination Date will be the rate calculated by the Calculation
          Agent as the arithmetic mean of at least two quotations obtained by
          the Calculation Agent after requesting the principal London offices of
          each of four major reference banks in the London interbank market, as
          selected by the Calculation Agent, to provide the Calculation Agent
          with their offered quotations for deposits in the Index Currency for
          the period of the Index Maturity designated in the applicable
          prospectus supplement, commencing on the second London Banking Day
          immediately following the applicable Interest Determination Date, to
          prime banks in the London interbank market at approximately 11:00
          A.M., London time, on the applicable Interest Determination Date and
          in a principal amount that is representative for a single transaction
          in the applicable Index Currency in that market at that time. If at
          least two quotations are provided, LIBOR determined on the applicable
          Interest Determination Date will be the arithmetic mean of those
          quotations.

     2.   If fewer than two quotations referred to in clause (1) above are
          provided, LIBOR determined on the applicable Interest Determination
          Date will be rate calculated by the Calculation Agent as the
          arithmetic mean of the rates quoted at approximately 11:00 A.M. (or
          another time specified in the applicable prospectus supplement), in
          the applicable Principal Financial Center, on the applicable Interest
          Determination Date, by three major banks, in that Principal Financial
          Center selected by the Calculation Agent for loans in the Index
          Currency to leading European banks, having the Index Maturity
          designated in the applicable prospectus supplement and in a principal
          amount that is representative for a single transaction in the Index
          Currency in that market at that time.

     3.   If the banks so selected by the Calculation Agent are not quoting as
          mentioned in clause (2) above, LIBOR for the applicable Interest
          Determination Date will be LIBOR in effect on the applicable Interest
          Determination Date.

     "Designated LIBOR Page" means either:

     o    if "LIBOR Telerate" is designated in the applicable prospectus
          supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
          specified in the applicable prospectus supplement as the method for
          calculating LIBOR, the display on Bridge Telerate, Inc., or any
          successor service on the page designated in the applicable prospectus
          supplement or any page as may replace the designated page on that
          service for the purpose of displaying the London interbank rates of
          major banks for the applicable Index Currency.


                                       40


     o    if "LIBOR Reuters" is designated in the applicable prospectus
          supplement, the display on Reuters Monitor Money Rates Service or any
          successor service on the page designated in the applicable prospectus
          supplement or any page that may replace that designated page on that
          service for the purpose of displaying London interbank rates of major
          banks for the applicable Index Currency, or

     Treasury Rate Securities. Each Treasury Rate Security will bear interest
calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any, specified in the Treasury Rate Security and in the
applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement,
"Treasury Rate" means the rate from the auction held on the applicable Interest
Determination Date ("Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the applicable
prospectus supplement, under the heading "Investment Rate" on the display on
Bridge Telerate, Inc., or any successor service on page 56 or any other page as
may replace page 56 of that service ("Telerate Page 56") or page 57 or any
other page as may replace page 57 of that service ("Telerate Page 57").

     The following procedures will be followed if the Treasury Rate cannot be
determined as described above:

     1.   If the rate described above is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the Treasury Rate for the
          applicable Interest Determination Date will be the Bond Equivalent
          Yield (as defined below) of the rate for the applicable Treasury Bills
          as published in H.15 Daily Update, or other recognized electronic
          source used for the purpose of displaying the applicable rate, under
          the caption "U.S. Government Securities/ Treasury Bills/Auction High."

     2.   If the rate described in clause (1) above is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the
          Treasury Rate for the applicable Interest Determination Date will be
          the Bond Equivalent Yield of the auction rate of the applicable
          Treasury Bills announced by the United States Department of the
          Treasury.

     3.   If the rate described in clause (2) above is not announced by the
          United States Department of the Treasury, or if the Auction is not
          held, the Treasury Rate for the applicable Interest Determination Date
          will be the Bond Equivalent Yield of the rate on the applicable
          Interest Determination Date of Treasury Bills having the Index
          Maturity specified in the applicable prospectus supplement published
          in H.15(519) under the caption "U.S. Government Securities/Treasury
          Bills/ Secondary Market."

     4.   If the rate described in clause (3) above is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the
          Treasury Rate for the applicable Interest Determination Date will be
          the rate on the applicable Interest Determination Date of the
          applicable Treasury Bills as published in H.15 Daily Update, or other
          recognized electronic source used for the purpose of displaying the
          applicable rate, under the caption "U.S. Government Securities/
          Treasury Bills/ Secondary Market."

     5.   If the rate described in clause (4) above is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the
          Treasury Rate for the applicable Interest Determination Date will be
          the rate for the applicable Interest Determination Date calculated by
          the Calculation Agent as the Bond Equivalent Yield of the arithmetic
          mean of the secondary market bid rates, as of approximately 3:30 P.M.,
          New York City time, on the applicable Interest Determination Date, of
          three primary United States government securities dealers, selected by
          the Calculation Agent, for the issue of Treasury Bills with a
          remaining maturity closest to the Index Maturity specified in the
          applicable prospectus supplement.


     6.   If the dealers selected by the Calculation Agent are not quoting as
          described in clause(s) above, the Treasury Rate for the applicable
          Interest Determination Date will be the rate in effect on the
          applicable Interest Determination Date.


                                       41


     "Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:

                                        D x N
          Bond Equivalent Yield =   -------------   x  100
                                    360 - (D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.


INDEXED SECURITIES

     To the extent specified in any prospectus supplement, any class of
Securities of a given series may consist of Securities ("Indexed Securities")
in which the principal amount payable on the final scheduled Payment Date for
that class (the "Indexed Principal Amount") and/or the interest payable on any
Payment Date is determined by reference to a measure (the "Index") which will
be 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; or (4) another price, interest rate, exchange rate or
other financial index or indices as are described in the applicable prospectus
supplement. Holders of Indexed Securities may receive a principal amount on the
related final scheduled Payment Date that is greater than or less than the face
amount of the Indexed Securities depending upon the relative value on the
related final scheduled Payment Date of the specified indexed item. The
applicable prospectus supplement will also contain information as to the method
for determining the principal amount payable on the related final scheduled
Payment Date, if any, and, where applicable, historical information with
respect to the specific indexed item or items and special tax considerations
associated with investment in Indexed Securities. Notwithstanding anything to
the contrary in this prospectus, for purposes of determining the rights of a
holder of a Security indexed as to principal in respect of voting for or
against amendments to the related Trust Agreement, Indenture, or other related
agreements, as the case may be, and modifications and the waiver of rights
under those agreements, the principal amount of that Indexed Security shall be
deemed to be the face amount thereof upon issuance less any payments allocated
to principal of that Indexed Security.

     If the determination of the Indexed Principal Amount of an Indexed
Security is based on an Index calculated or announced by a third party and that
third party either suspends the calculation or announcement of that Index or
changes the basis upon which that Index is calculated (other than changes
consistent with policies in effect at the time that Indexed Security was issued
and permitted changes described in the applicable prospectus supplement), then
that Index shall be calculated for purposes of that Indexed Security by an
independent calculation agent named in the applicable prospectus supplement on
the same basis, and subject to the same conditions and controls, as applied to
the original third party. If for any reason that Index cannot be calculated on
the same basis and subject to the same conditions and controls as applied to
the original third party, then the Indexed Principal Amount of that Indexed
Security shall be calculated in the manner set forth in the applicable
prospectus supplement. Any determination of that independent calculation agent
shall, in the absence of manifest error, be binding on all parties.

     The applicable prospectus supplement will describe whether the principal
amount of the related Indexed Security, if any, that would be payable upon
redemption or repayment prior to the applicable final scheduled Payment Date
will be the face amount of that Indexed Security, the Indexed Principal Amount
of that Indexed Security at the time of redemption or repayment or another
amount described in that prospectus supplement.


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 guaranteed rate


                                       42


agreement, a maturity liquidity facility, a tax protection agreement, an
interest rate cap or floor agreement, an interest rate or currency swap
agreement or any other similar arrangement. The type of derivative arrangement,
if any, for a series of Securities or class of Securities will be described in
the applicable prospectus supplement.


VARIABLE FUNDING NOTE

     The applicable prospectus supplement for a Trust may provide that the
Trust issue one or more series of Securities having particular maturity dates
and at the same time the Trust may issue amortizing floating notes, known as
"variable funding notes", which relate to those particular maturity dates.
These Securities may have a balance that may (1) decrease based on the
amortization of the related Receivables or (2) increase based on principal
collections used to purchase additional Receivables.

     Interest Rate Flexibility For a Variable Funding Note. The prospectus
supplement may provide that the Securities issued in connection with a variable
funding note may have different rates of interest which may be fixed or
floating. The related prospectus supplement will specify the interest rate for
each series or class of Securities 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 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 a specified period
rather than used to distribute payments of principal to Securityholders during
that period. These Securities would then possess an interest only period, also
commonly referred to as a "revolving period", which will be followed by an
"amortization period", during which principal would be paid. Any interest only
or revolving period may terminate prior to the end of the specified period and
result in earlier than expected principal repayment of the Securities.


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 The
Depository Trust Company ("DTC"). Securityholders may hold beneficial interests
in Securities through DTC (in the United States) or Clearstream Banking,
societe anonyme (referred to herein as "Clearstream, Luxembourg") or Euroclear
Bank S.A./NV as operator of the Euroclear System ("Euroclear") (in Europe or
Asia) 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
(referred to herein as "Clearstream, Luxembourg Participants" and "Euroclear
Participants", respectively) through customers' securities accounts in their
respective names on the books of their respective depositaries (collectively,
the "Depositaries") which in turn will hold those positions in customers'
securities accounts in the Depositaries' names on the books of DTC.


                                       43


     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 (as
defined below), 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 of 1934. DTC was
created to hold securities for its participating members ("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 others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (the "Indirect 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


                                       44


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. 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 Seller
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 Seller 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 Seller 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


                                       45


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.

     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 (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 (collectively, 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.


                                       46


     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. 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."
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 ("Definitive Notes" and "Definitive
Certificates", respectively, and collectively referred to in this prospectus as
"Definitive Securities") to Noteholders or Certificateholders or their
respective nominees, rather than to DTC or its nominee, only if:

     1.   DTC is no longer willing or able to discharge properly its
          responsibilities as depository with respect to those Securities and
          the Seller, the Administrator or the Trustee is unable to locate a
          qualified successor (and if it is the Seller or the Administrator that
          has made that determination, the Seller or that Administrator so
          notifies the applicable Trustee in writing);

     2.   the Seller or the Administrator or the Trustee, as applicable, is
          successful in exercising an election to terminate the book-entry
          system through DTC; or

     3.   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, 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 Certificates representing the corresponding Securities
and receipt of instructions for re-registration, the applicable Trustee or
Indenture Trustee will reissue those Securities as Definitive Securities to
those Securityholders.

     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 or Pooling and Servicing 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 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.


                                       47


              DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

     The following summary describes material terms of each Sale and Servicing
Agreement or Pooling and Servicing Agreement pursuant to which a Trust will
purchase Receivables from the Seller and the Servicer will agree to service
those Receivables, each Trust Agreement (or in the case of a grantor trust, the
Pooling and Servicing Agreement) pursuant to which a Trust will be created and
certificates will be issued and each Administration Agreement pursuant to which
AHFC will undertake specified administrative duties with respect to a Trust
that issues notes (collectively, the "Transfer and Servicing Agreements").
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 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, AHFC will sell and assign to the
Seller, without recourse, pursuant to a Purchase Agreement (the "Purchase
Agreement"), its entire interest in the Receivables comprising the related
Receivables Pool, including the security interests in the Financed Vehicles. On
the Closing Date, the Seller will transfer and assign to the applicable Trustee
on behalf of the Trust, without recourse, pursuant to a Sale and Servicing
Agreement or a Pooling and Servicing Agreement, as applicable, its entire
interest in the Receivables comprising the related Receivables 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 or Pooling and Servicing Agreement (a "Schedule of
Receivables"), 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 Seller and, to the
extent specified in the applicable prospectus supplement, to make any required
initial deposit into the Reserve Fund and the Yield Supplement Account, if any.
The Seller will initially retain the most subordinated class of Securities of
the related series.

     AHFC, pursuant to a Purchase Agreement, and the Seller, pursuant to a Sale
and Servicing Agreement or a Pooling and Servicing Agreement, will represent
and warrant, among other things, that:

     1.   the information provided in the related Schedule of Receivables is
          true and correct in all material respects;

     2.   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 AHFC's normal
          requirements;

     3.   as of the applicable Closing Date, each of those Receivables is or
          will be secured by a first priority perfected security interest in
          favor of AHFC in the Financed Vehicle;

     4.   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;

     5.   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

     6.   any other representations and warranties that may be set forth in the
          applicable prospectus supplement are true and correct in all material
          respects.


                                       48


     Unless otherwise provided for in the related prospectus supplement, as of
the last day of the second (or, if the Seller so elects, the first) Collection
Period following the discovery by or notice to the Seller of a breach of any
representation or warranty of the Seller that materially and adversely affects
the interests of the related Securityholders in any Receivable, the Seller,
unless the breach is cured, will repurchase that Receivable (a "Warranty
Receivable") from that Trust and, pursuant to the related Purchase Agreement,
AHFC will purchase that Warranty Receivable from the Seller, at a price equal
to the Warranty Purchase Payment for that Receivable. The "Warranty Purchase
Payment" for (1) a Precomputed Receivable will be equal to (a) the sum of (i)
all remaining Scheduled Payments, (ii) all past due Scheduled Payments for
which an Advance has not been made, (iii) all outstanding Advances made by the
Servicer in respect of the Precomputed Receivable and (iv) an amount equal to
any reimbursements of outstanding Advances made to the Servicer with respect to
the Precomputed Receivable from collections made on or in respect of other
Receivables, minus (b) the sum of (i) of all Payments Ahead in respect to such
Warranty Receivable held by the Servicer or on deposit in the Payahead Account,
(ii) the rebate, calculated on an actuarial basis, that would be payable to the
Obligor on the Precomputed Receivable were the Obligor to prepay the
Precomputed Receivable in full on that day (a "Rebate") and (iii) any proceeds
of the liquidation of the Precomputed Receivable previously received (to the
extent applied to reduce the Principal Balance of the Precomputed Receivable)
and (2) a Simple Interest Receivable, will be 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. This repurchase obligation
will constitute the sole remedy available to the Securityholders or the Trust
for any uncured breach by the Seller. The obligation of the Seller to
repurchase a Receivable will not be conditioned on performance by AHFC of its
obligation to purchase that Receivable from the Seller pursuant to the related
Purchase Agreement.

     Pursuant to each Sale and Servicing Agreement or Pooling and Servicing
Agreement, the Seller 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
("UCC") financing statements reflecting the sale and assignment of the
Receivables by AHFC to the Seller and by the Seller to the applicable Trust
will be filed, and the respective accounting records and computer files of AHFC
and the Seller will reflect that sale and assignment. 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, a "Collection Account"), in the name of the Trustee or 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 or other form of credit enhancement will be
deposited for payment to the related Securityholders. With respect to each
Trust that does not issue notes, the Servicer will also establish and maintain
a Collection Account and any other Account in the name of the related Trustee
on behalf of the related Certificateholders.

     If so provided in the related prospectus supplement, the Servicer will
establish for each series of Securities an additional account (the "Payahead
Account"), in the name of the related Trustee or, if


                                       49


that Trust issues notes, the Indenture Trustee, into which, to the extent
required by the Sale and Servicing Agreement or Pooling and Servicing
Agreement, early payments by or on behalf of Obligors on Precomputed
Receivables ("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 other accounts to be established with respect to a Trust, including
any Yield Supplement Account or any Reserve Fund, will be described in the
applicable prospectus supplement.

     For any series of Securities, funds in the related Collection Account, any
Yield Supplement Account, the Reserve Fund and other accounts that may be
identified in the applicable prospectus supplement (collectively, the
"Accounts") will be invested as provided in the related Sale and Servicing
Agreement or Pooling and Servicing Agreement in Eligible Investments. "Eligible
Investments" are generally limited to investments acceptable to the rating
agencies rating the Securities as being consistent with the rating of those
Securities (including obligations of the Servicer and its affiliates, to the
extent consistent with that rating). 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 Seller
on each Payment Date and shall be the property of the Servicer or the Seller,
as the case may be.

     For each Trust, the Accounts will be maintained with the related Indenture
Trustee or the Trustee so long as it is an "Eligible Institution," which is a
depository institution or trust company,

     1.   the short-term unsecured debt obligations of which have a rating of
          "P-1" by Moody's Investors Service, Inc. ("Moody's") and a rating of
          "A-1+" by Standard & Poor's Ratings Services, a division of The McGraw
          Hill Companies, Inc. ("Standard & Poor's") (the "Required Deposit
          Rating"); or

     2.   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
          (A) Moody's of at least "Baa3" or (B) Standard & Poor's of at least
          "BBB-" (or such lower rating as either rating agency shall approve in
          writing).

     If the related Indenture Trustee or the 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 Trustee as may be necessary, cause
each Account to be moved to an Eligible Institution.


SERVICING PROCEDURES

     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 or Pooling 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.


                                       50


     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 set forth in the applicable prospectus supplement (the "Final
Scheduled Maturity Date") the Servicer will be obligated to purchase the
Receivable as described below.

     In addition, the Servicer will covenant that, except as otherwise
contemplated in the related agreement (including the provisions in the
immediately two preceding paragraphs):

     1.   it will not release any Financed Vehicle from the security interest
          granted in the related Receivable;

     2.   it will do nothing to impair the rights of the Securityholders in the
          Receivables;

     3.   it will not alter the APR of any Receivable;

     4.   it will not modify the number of payments under a Receivable or the
          maturity of a Receivable beyond the Final Scheduled Maturity Date
          unless it is making advances corresponding to reduction in Scheduled
          Payments as described above; and

     5.   it will not alter the amount financed under a Receivable.

     The Servicer or the 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 Receivable materially and adversely affected by the breach (an
"Administrative Receivable") from the Trust at a price equal to the
Administrative Purchase Payment for that Receivable. The "Administrative
Purchase Payment" (1) for a Precomputed Receivable, will be equal to (a) the
sum of (i) all remaining Scheduled Payments (plus any applicable yield
maintenance payments), (ii) an amount equal to any reimbursements of Advances
made by the Servicer with respect to the Precomputed Receivable from
collections on or in respect of other Receivables and (iii) all past due
Scheduled Payments for which an Advance has not been made, minus (b) all
Payments Ahead in respect of the Precomputed Receivable held by the Servicer or
on deposit in the Payahead Account and (2) for a Simple Interest Receivable,
will be 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 or Pooling and Servicing Agreement and the
Servicing Fee Rate to the last day of the Collection Period relating to that
purchase. Upon the purchase of any Administrative Receivable, the Servicer will
for all purposes of the related Sale and Servicing Agreement or the Pooling and
Servicing Agreement, as applicable, be deemed to have released all claims for
the reimbursement of outstanding Advances made in respect of that
Administrative Receivable. This purchase obligation will constitute the sole
remedy available to the Certificateholders or the Trustee 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."


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.
AHFC 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. AHFC 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. AHFC will not be


                                       51


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 the event that the Obligor fails to maintain any required insurance
and this failure results in a shortfall in amounts to be distributed to
Noteholders 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 Securityholders could suffer a loss on their investment.


COLLECTIONS

     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
(each, a "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 as may be required by the related Sale and
Servicing Agreement or Pooling 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 or Pooling 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 Seller, 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 Seller 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 (each, a "Prepayment"). 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 advance to the
Trust in an amount equal to the shortfall (each, a "Precomputed


                                       52


Advance"). 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 Precomputed
Receivables.

     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, 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 (each, a "Simple Interest Advance", and together with the
Precomputed Advances, the "Advances"). 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.


SERVICING COMPENSATION

     Unless otherwise provided in the applicable prospectus supplement, the
Servicer will be entitled to receive a basic servicing fee for each Collection
Period in an amount equal to a specified percent per annum (as set forth in the
applicable prospectus supplement, the "Servicing Fee Rate") of the Pool Balance
as of the first day of the related Collection Period (the "Base Servicing
Fee"). 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
additional servicing compensation (the "Supplemental Servicing Fee" and,
together with the Base Servicing Fee, the "Total 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


                                       53


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 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 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 Receivables Pool, including making Advances,
accounting for collections and furnishing monthly statements to the related
Trustee and Indenture Trustee with respect to payments. The Total Servicing Fee
also will reimburse the Servicer for specified taxes, the fees of the related
Trustee and Indenture Trustee, if any, accounting fees, outside auditor fees,
data processing costs and other costs incurred in connection with administering
the applicable Receivables Pool.

     The "Pool Balance" will equal the aggregate Principal Balance of the
Receivables. The "Principal Balance" of a Receivable as of any date will equal
the original principal balance of the Receivable minus the sum of (i) 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, (ii) 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, (iii) any Warranty Purchase Payment or Administrative
Purchase Payment with respect to the Receivable allocable to principal (to the
extent not included in clauses (i) and (ii) above and (iv) any Prepayments or
other payments applied to reduce the unpaid principal balance of the Receivable
(to the extent not included in clauses (i), (ii) and (iii) above).


YIELD SUPPLEMENT ACCOUNT; YIELD SUPPLEMENT 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 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 sum of the Pass Through Rate or
Interest Rate specified in the applicable prospectus supplement plus the
Servicing Fee Rate specified in the applicable prospectus supplement (the
"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 Seller or other person specified in the applicable prospectus supplement.

     On each Payment Date, the related Trustee or Indenture Trustee will
transfer to the Collection Account from monies on deposit in the Yield
Supplement Account an amount specified in the applicable prospectus supplement
(the "Yield Supplement Deposit") 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 Seller. The
Seller 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 Pooling and Servicing Agreement or Trust
Agreement.


                                       54


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 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 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, 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,

     1.   payments of principal of a class of Securities of a given series will
          be subordinate to payments of interest on that class;

     2.   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

     3.   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, over-collateralization, letters of
credit, credit or liquidity facilities, surety bonds, guaranteed investment
contracts, swaps or other interest rate protection agreements, repurchase
obligations, yield supplement agreements, other agreements with respect to
third party payments or other support, cash deposits or other arrangements that
may be described in the applicable prospectus supplement 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
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,
pursuant to the related Sale and Servicing Agreement or Pooling and Servicing
Agreement, the Seller or a third party will establish for a series or class of
Securities an account, as specified in the applicable prospectus supplement,
which may be designated as a "Reserve Fund" (the "Reserve Fund"), which will be



                                       55


maintained with the related 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 Seller or a third party on the Closing Date
in the amount set forth in the applicable prospectus supplement (the "Reserve
Fund Initial Deposit"). 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 (as defined 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 Seller 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 or the Pooling and Servicing Agreement.

     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 pre-funding 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 Payment Date, the 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 Trustee or the Indenture
Trustee, as the case may be.

     Pre-Funding Feature. A Trust may enter into an agreement with the Seller,
in which the Seller will sell additional Receivables to the Trust after the
Closing Date. The transfer of Receivables to the Trust after the Closing Date
is known as a pre-funding feature. Any subsequent Receivables will be required
to conform to the requirements described in the related prospectus supplement.
If a pre-funding feature is used, the Trustee will be required to deposit all
or a portion of the proceeds of the sale of the Securities of the series in a
segregated account. The subsequent Receivables will be transferred to the Trust
in exchange for money released from that segregated account. Any transfer of
Receivables must occur within a specified period, not to exceed one year. If a
Trust elects federal income tax treatment as a grantor trust, the pre-funding
period will be limited to three months. If all of the monies originally
deposited in the segregated account are not used by the end of the specified
period, all remaining monies will be applied as a mandatory prepayment of a
designated class or classes of Securities.

     Cash Collateral Account. The prospectus supplement may provide that upon
the occurrence of an event of default by the Servicer, a segregated cash
collateral account may be established as security for the Servicer's
obligations under the Sale and Servicing Agreement or the Pool and Servicing
Agreement, as the case may be.

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 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.


                                       56


STATEMENTS TO TRUSTEES AND THE TRUST

     On or prior to each Payment Date (each, a "Determination Date" to be
specified in the applicable prospectus supplement), the Servicer will provide
to the applicable Indenture Trustee, if any, and the applicable 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, on or 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, on or prior to each Payment Date, the Servicer
will prepare and provide to the related Trustee of each Trust, a statement to
be delivered to the Certificateholders. Each statement to be delivered to
Securityholders will include (to the extent applicable) the following
information (and 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:

     1.   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;

     2.   the amount of the payment allocable to interest on each class of
          Securities of that series;

     3.   the amount of the distribution allocable to the Yield Supplement
          Deposit, if any;

     4.   the Pool Balance as of the close of business on the last day of the
          related Collection Period after giving effect to payments allocated to
          principal reported under clause (1) above;

     5.   the amount of the total Servicing Fee paid to the Servicer with
          respect to the related Collection Period;

     6.   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;

     7.   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;

     8.   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 clause (1) above on that date;

     9.   the amount of non-recoverable Advances on that Payment Date;

     10.  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;

     11.  the amount of Trust fees and expenses;

     12.  the Available Amounts, as that term is defined in the prospectus
          supplement;

     13.  the amount available under the Servicer's letter of credit, surety
          bond or insurance policy (the "Servicer Letter of Credit") as provided
          in the Sale and Servicing Agreement, if any, and the amount as a
          percentage of the Pool Balance as of the last day of that Collection
          Period; and

     14.  payments to and from third party credit enhancement providers, if any.

     Each amount set forth in subclauses (1), (2), (5) and (7) 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.


                                       57


     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 mail 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."


EVIDENCE AS TO COMPLIANCE

     Each Sale and Servicing Agreement and Pooling and Servicing Agreement will
provide that a firm of independent public accountants will furnish to the
related Trust and Indenture Trustee or 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 and Pooling and Servicing Agreement will
also provide for delivery to the related Trust and Indenture Trustee or
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 or Pooling and Servicing Agreement, as
applicable, 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
Trustee notice of specified Servicer Defaults under the related Sale and
Servicing Agreement or Pooling and Servicing Agreement, as applicable.

     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 and Pooling 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 the related Indenture Trustee or Trustee, as applicable,
or a successor servicer has assumed AHFC's servicing obligations and duties
under the related Sale and Servicing Agreement or Pooling and Servicing
Agreement.

     Each Sale and Servicing Agreement and Pooling 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 Pooling 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 and Pooling 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 or Pooling 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 or Pooling and Servicing
Agreement, the rights and duties of the parties thereto and the interests of
the Securityholders under the applicable agreement. In that


                                       58


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 and
Pooling 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 or Pooling and
Servicing Agreement.


SERVICER DEFAULT

     Except as otherwise provided in the related prospectus supplement,
"Servicer Default" under each Sale and Servicing Agreement and Pooling and
Servicing Agreement will consist of the following:

     1.   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;

     2.   any failure by the Servicer (or the Seller, 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 or the
          Pooling 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 Seller, as the case may be, by
          the Trustee or the Indenture Trustee, as applicable, or (b) the
          Servicer or the Seller, 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; and

     3.   the occurrence of events of insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings with
          respect to the Seller (as long as AHFC is the Servicer) Servicer
          indicating its insolvency, reorganization pursuant to bankruptcy
          proceedings or inability to pay its obligations (any of these events
          with respect to the Servicer being an "Insolvency Event").


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 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 under the related
Sale and Servicing Agreement or Pool and Servicing Agreement remains
unremedied, the related 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 Seller, the Servicer or any of their affiliates),
acting together as a single class, may terminate all the rights and obligations
of the Servicer under the related Sale and Servicing Agreement or Pooling and
Servicing Agreement, and at that time the Trustee or a successor servicer
appointed by the Trustee


                                       59


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.

     However, if a bankruptcy trustee or similar official has been appointed
for the Servicer, and no Servicer Default other than the appointment of a
bankruptcy trustee or similar official has occurred, that bankruptcy trustee or
official may have the power to prevent that Indenture Trustee, those
Noteholders, that Trustee or those Certificateholders, as applicable, from
effecting a transfer of servicing as described above. If that Indenture Trustee
or 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 the 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 or Pooling and Servicing
Agreement and all references in the related Sale and Servicing Agreement or
Pooling and Servicing Agreement to the Servicer shall apply to that successor
servicer. The related Indenture Trustee or Trustee may make arrangements for
compensation to be paid, but the compensation for the successor servicer may
not be greater than the Base Servicing Fee under the related Sale and Servicing
Agreement or Pooling 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 Seller, 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
Seller, 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 Pooling and Servicing Agreement, except a
Servicer Default in making any required deposits to the related Account in
accordance with the related Pooling 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 (a) 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 (b) 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 the amendment will not materially
and adversely affect the interest of any Noteholder or


                                       60


Certificateholder, in the case of amendments pursuant to clause (a) above, as
evidenced by an opinion of counsel and in the case of amendments pursuant to
clause (b) 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:

     1.   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); or

     2.   in the case of any amendment that does not adversely affect the
          related Indenture Trustee or the related Noteholders, 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 Seller, 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:

     (A)  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

     (B)  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 Pooling and Servicing 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 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 Seller) of that Trust and the delivery to that Trustee by each
Certificateholder (including the Seller) 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 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.


                                       61


TERMINATION


     The respective obligations of the Seller, the Servicer, AHFC (so long as
AHFC has rights or obligations under the related Transfer and Servicing
Agreement), the related Trustee and the related Indenture Trustee, as the case
may be, pursuant to a Transfer and Servicing Agreement will terminate upon the
earlier of:

     o    the maturity or other liquidation of the last Receivable and the
          disposition of any amounts received upon liquidation of any remaining
          Receivables;

     o    the payment to Securityholders of all amounts required to be paid to
          them pursuant to the related agreement; or

     o    the election by the Servicer to purchase the corpus of the Trust as
          described below.

     The 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 Seller.

     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 Pool Balance with respect to the Receivables
held by that Trust is 10% or less of the Pool Balance as of the related Cutoff
Date, the corpus of the Trust at a price equal to the aggregate Administrative
Purchase Payments for the Receivables (including Receivables that became
defaulted receivables in the Collection Period preceding the Payment Date on
which that purchase is effected) (less liquidation expenses). The related
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 or Pooling and Servicing Agreement will effect early
retirement of the certificates of that series.


ADMINISTRATION AGREEMENT

     AHFC, in its capacity as administrator (the "Administrator"), will enter
into an agreement (as amended and supplemented from time to time, an
"Administration Agreement") with each Trust that issues notes and the related
Indenture Trustee pursuant to which the Administrator will agree, to the extent
provided in that Administration Agreement, to provide the notices and to
perform other administrative obligations required by the related Indenture. 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 may be set forth in the applicable prospectus supplement
(the "Administration Fee"), which fee will be paid by the Servicer.


                                       62


                    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 Seller 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 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 AHFC from Dealers name
AHFC as obligee or assignee and as the secured party. AHFC 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 AHFC
continues to service the contracts as Servicer under the Sale and Servicing
Agreement or the Pooling and Servicing Agreement, as applicable, the Obligors
on the contracts will not be notified of the sale from AHFC to the Seller or
the sale from the Seller to the related Trust.

     Perfection. Pursuant to the related Purchase Agreement, AHFC will sell and
assign its security interest in the Financed Vehicles to the Seller and, with
respect to each Trust, pursuant to the related Sale and Servicing Agreement or
Pooling and Servicing Agreement, as applicable, the Seller will assign its
security interest in the Financed Vehicles to that Trust. However, because of
the administrative burden and expense, none of AHFC, the Seller 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 Seller of
AHFC's security interest in the Financed Vehicles and the transfer to the
Trustee of the Seller'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 or Pooling and Servicing Agreement. We
refer you to "Description of the Transfer and Servicing Agreements--Sales and
Assignment of Receivables."

     In most states, an assignment such as that under each Purchase Agreement
or each Sale and Servicing Agreement or Pooling 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, because the Trust will not be listed as
lienholder on the certificates of title, the security interest of that Trust in
the vehicle could be defeated through fraud or negligence. 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 AHFC'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


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interest in a Financed Vehicle. In each Purchase Agreement, AHFC will represent
and warrant, and in each Sale and Servicing Agreement or Pooling and Servicing
Agreement, the Seller 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 AHFC failed to obtain and assign to
the Seller a perfected security interest, the security interest of the Seller
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 AHFC under the related Purchase Agreement or the Seller under
the related Sale and Servicing Agreement or Pooling and Servicing Agreement.
Accordingly, pursuant to the related Sale and Servicing Agreement or Pooling
and Servicing Agreement, the Seller would be required to repurchase the related
Receivable from the Trust and, pursuant to the related Purchase Agreement, AHFC
would be required to purchase that Receivable from the Seller, in each case
unless the breach was cured. Pursuant to each Sale and Servicing Agreement and
Pooling and Servicing Agreement, the Seller will assign to the related Trust
its rights to cause AHFC 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."

     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 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 debtor
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, AHFC 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, AHFC 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 and Pooling 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. AHFC will represent and warrant to the Seller in each
Purchase Agreement, and the Seller will represent and warrant to the Trust in
each Sale and Servicing Agreement and Pooling and Servicing Agreement, that, as
of the related Closing Date, each security


                                       64


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 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 Seller's repurchase obligation under the related Sale and Servicing
Agreement or Pooling and Servicing Agreement or AHFC'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 AHFC is voluntarily
surrendered, self-help repossession is the method employed by AHFC 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 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
and/or the date after which any private sale of the collateral may be held. In
most states, an obligor has the right to redeem the collateral prior to actual
sale 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 sale 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


                                       65


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 resale 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
Seller has taken steps that are intended to make it unlikely that the voluntary
or involuntary application for relief by AHFC, under the United States
Bankruptcy Code or similar applicable state laws (collectively, "Insolvency
Laws"), will result in consolidation of the assets and liabilities of the
Seller with those of AHFC. These steps include the creation of the Seller as a
wholly owned, limited purpose subsidiary pursuant to articles of incorporation
and bylaws containing limitations (including restrictions on the nature of the
Seller'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 Seller granted a security
interest in the Receivables to the Trust, and that interest was validly
perfected before the bankruptcy or insolvency of AHFC and was not taken or
granted in contemplation of insolvency or with the intent to hinder, delay or
defraud AHFC or its creditors, that security interest should not be subject to
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 AHFC.

     However, delays in payments on the Securities and possible reductions in
the amount of those payments could occur if:

     (A)  a court were to conclude that the assets and liabilities of the Seller
          should be consolidated with those of AHFC in the event of the
          application of applicable Insolvency Laws to AHFC;

     (B)  a filing were made under any Insolvency Law by or against the Seller;
          or

     (C)  an attempt were to be made to litigate any of the foregoing issues.

     On each Closing Date, counsel to the Seller 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 AHFC under Title 11 of the United States
Bankruptcy Code at a time when AHFC was insolvent, the property of the Seller
would not properly be substantively consolidated with the property of the
estate of AHFC. Among other things, that opinion will assume that each of the
Seller and AHFC 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 Seller and AHFC 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 Seller should be consolidated with those of AHFC.

     AHFC will warrant in each Purchase Agreement that the sale of the related
Receivables by it to the Seller is a valid sale. Notwithstanding the foregoing,
if AHFC were to become a debtor in a bankruptcy case, a court could take the
position that the sale of Receivables to the Seller should instead be treated
as a pledge of those Receivables to secure a borrowing of AHFC. If a court were
to reach such conclusions, or a filing were made under any Insolvency Law by or
against the Seller, 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 Seller is treated as a pledge instead of a sale, a tax or government lien
on the property of AHFC arising before the transfer of a Receivable to the
Seller may have priority over the


                                       66


Seller's interest in that Receivable. Also, while AHFC is the Servicer, cash
collections on the Receivables may be commingled with general funds of AHFC
and, in the event of a bankruptcy of AHFC, the Trust may not have a perfected
interest in those collections.

     AHFC and the Seller will treat the transactions described in this
prospectus as a sale of the Receivables to the Seller, so that the automatic
stay provisions of the United States Bankruptcy Code should not apply to the
Receivables if AHFC 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 (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
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 Federal Trade Commission's Rule on Sale
of Used Vehicles ("FTC Rule") requires all sellers of used vehicles to prepare,
complete and display a "Buyer's Guide" which 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 Seller's representations and
warranties under the related Sale and Servicing Agreement or Pooling and
Servicing Agreement and a breach of AHFC's warranties under the related
Purchase Agreement and


                                       67


would, if the breach materially and adversely affects the Receivable or the
interests of the Securityholders, create an obligation of the Seller and AHFC,
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."

     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, AHFC has been involved in litigation under consumer
protection laws. In addition, substantially all of the motor vehicle contracts
originated by AHFC in 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 Seller's and AHFC's knowledge, the issue has not been
presented before any California court. On the Closing Date, the Seller will
receive an opinion of counsel to the effect that all of the California
Contracts are enforceable under California law and applicable federal laws.

     AHFC and the Seller will represent and warrant under each Purchase
Agreement and each Sale and Servicing Agreement and Pooling and Servicing
Agreement, as applicable, 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 AHFC under the Purchase
Agreement and the Seller under the related Sale and Servicing Agreement or
Pooling and Servicing Agreement and would create an obligation of AHFC and the
Seller 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."


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 which 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 to
that Act, 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 federal bankruptcy law, 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.


                                       68


     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 debtor 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 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, both 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.

                        MATERIAL INCOME TAX CONSEQUENCES

     The following general 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 summary 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. 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 ("IRS") 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 summary is based upon current provisions of the Internal
Revenue Code of 1986, as amended (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 summary, 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. The federal income tax
consequences to Certificateholders will vary depending on whether the Trust is
treated as a partnership (or a "disregarded entity," in the event that there is
a single beneficial owner of the Certificates) or a grantor trust under the
Code. The prospectus supplement for each series of certificates will specify
whether the Trust will be treated as a partnership (or a disregarded entity) or
a grantor trust.

TAX TREATMENT OF OWNER TRUSTS

     Tax Characterization of the Trust

     The following general discussion of the anticipated federal income tax
consequences of the purchase, ownership and disposition of the notes and the
certificates of a Trust nominally referred to


                                       69


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 generally, 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.

     Tax Consequences to Owners of the Notes

     Treatment of the Notes as Indebtedness. The Seller and any Noteholders
will agree, and the beneficial owners of the notes (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, Indexed Securities, Etc. The discussion below assumes that all
payments on the notes are denominated in U.S. dollars, and that the notes are
not Indexed Securities or Strip Notes (as defined in this prospectus).
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 Seller 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, a purchaser who buys a note for more or less than its principal
amount will generally 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


                                       70


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)
generally would be 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 would, in
general, be 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. Capital losses generally may be used only to offset capital
gains.

     Foreign Owners. Interest paid (or accrued) to a Note Owner who is not a
U.S. Person (a "Foreign Owner") generally will be considered "portfolio
interest," and generally will not be 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 Seller (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 Seller 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 securities
clearing organization or other financial institution would be provided Form
W-8BEN or similar form by the Foreign Owner. The Foreign Owner must notify the
person to whom it provides a 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


                                       71


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.   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, 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 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.


                                       72


     Tax Consequences to Owners of the Certificates

     Treatment of the Trust as a Partnership. The Seller and the Servicer will
agree, and the beneficial owners of the certificates (the "Certificate Owners")
will agree by their purchase of certificates, to treat the Owner 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 Seller 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 Seller 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 Seller or the Trust. Any characterization of
this type generally would 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.

     Indexed Securities, Etc. The following discussion assumes that all
payments on the certificates are denominated in U.S. dollars, none of the
certificates are Indexed Securities or 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.

     Partnership Taxation. As a partnership, the Owner 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 Owner 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 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 Seller treated as
a guaranteed payment that is only deductible over time). If the
Certificateholder is considered to purchase an outstanding interest, then any
discount generally would 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 generally would be capital upon sale,
but could be ordinary at liquidation if all Notes had been retired (which
generally would 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 Seller.
Except as provided below, losses and deductions generally will be allocated to
the Certificate Owners only to the extent


                                       73


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, and the Certificate Owners generally would
only be able to deduct those losses against 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, cash basis Certificate Owners will,
in effect, be required to report income from the certificates on the accrual
basis and 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) generally will
constitute "unrelated business taxable income" taxable to that Certificate
Owner under the Code.

     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 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


                                       74


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. Generally, 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. A Certificate Owner's tax basis in a certificate will generally 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. 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 generally 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 generally give rise to a
capital loss upon the retirement of the certificates.

     A loss on the sale of a certificate in excess of certain thresholds
(generally $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. In general, 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
Seller 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
generally 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 the Trust were to file
an 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.


                                       75


     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. Generally,
Certificate Owners must 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 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 Seller 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. Generally, 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 Seller 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 Seller
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.

     Recently enacted legislation intended to cause disclosure of abusive tax
shelter activity appears to apply to transactions not conventionally regarded
as tax shelters. Treasury regulations require taxpayers to report certain
information on IRS Form 8886 if they participate in a "reportable transaction."
A transaction may be "reportable transaction" based upon any of several
indicia, including the existence of certain book-tax differences common to
financial transactions, if the differences are substantial (generally $10
million per year, attributing to Certificateholders their shares


                                       76


of the Trust's tax and book items). The recent legislation imposes significant
penalties for failure to comply with these disclosure requirements. 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 generally 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 generally 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
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 will be subject to a backup withholding tax if, in
general, 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.


TAX TREATMENT OF GRANTOR TRUSTS

     Tax Characterization of the Trust as a Grantor Trust. The following
general discussion of the anticipated federal income tax consequences of the
purchase, ownership and disposition of the certificates of a Trust nominally
referred to as a "grantor trust" in the applicable prospectus supplement (a
"Grantor Trust"), to the extent it relates to matters of law or legal
conclusions with respect thereto, represents the opinion of Tax Counsel to each
Grantor 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 Grantor 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 possible effects of the
classification of any Trust as a grantor trust for federal income tax purposes
on investors generally and of related tax


                                       77


matters affecting investors generally, 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
advisors with regard to the tax consequences to it of investing in certificates
of a Grantor Trust ("Grantor Trust Certificates").

     Tax Counsel will deliver its opinion that the Grantor Trust will not be
classified as an association taxable as a corporation and that the Trust will
be classified as a grantor trust under subpart E, Part I of subchapter J of
Chapter 1 of Subtitle A of the Code. In this case, beneficial owners of Grantor
Trust Certificates (referred to as "Grantor Trust Certificateholders") could be
considered to own either (1) an undivided interest in a single debt obligation
held by the Grantor Trust and having a principal amount equal to the total
stated principal amount of the Receivables and an interest rate equal to the
relevant Pass Through Rate or (2) an interest in each of the Receivables and
any other Trust property.

     The determination of whether the economic substance of a property transfer
is a sale or a loan secured by the transferred property has been made by the
IRS and the courts on the basis of numerous factors designed to determine
whether the transferor has relinquished (and the transferee has obtained)
substantial incidents of ownership in the property. Among those factors, the
primary factors examined are whether the transferee has the opportunity to gain
if the property increases in value, and has the risk of loss if the property
decreases in value.

     The relevant pooling and servicing agreement will express the intent of
the Seller to sell, and the Grantor Trust Certificateholders to purchase, the
Receivables, and the Seller and each Grantor Trust Certificateholder, by
accepting a beneficial interest in a Grantor Trust Certificate, will agree to
treat the Grantor Trust Certificates as ownership interests in the Receivables
and any other Trust property.

     Treatment as Debt Obligation. If a Grantor Trust Certificateholder was
considered to own an undivided interest in a single debt obligation, the
principles described under "--Tax Treatment of Owner Trusts--Tax Consequences
to Owners of the Notes" would apply. Each Grantor Trust Certificateholder,
rather than reporting its share of the interest accrued on each Receivable,
would, in general, be required to include in income interest accrued or
received on the principal amount of the Grantor Trust Certificates at the
relevant Pass Through Rate in accordance with its usual method of accounting.

     The Grantor Trust Certificates would be subject to OID rules, described
below under "--Stripped Bonds and Stripped Coupons" and "--Original Issue
Discount." In determining whether any OID on the Grantor Trust Certificates is
de minimis, the Seller expects to use a reasonable Prepayment Assumption to
determine the weighted average life of the Grantor Trust Certificates. OID
includible in income for any accrual period (generally, the period between
payment dates) would generally be calculated using a Prepayment Assumption and
an anticipated yield established as of the date of initial sale of the Grantor
Trust Certificates, and would increase or decrease to reflect prepayments at a
faster or slower rate than anticipated. The Grantor Trust Certificates would
also be subject to the market discount provisions of the Code to the extent
that a Grantor Trust Certificateholder purchased those certificates at a
discount from the initial issue price (as adjusted to reflect prior accruals of
OID).

     The remainder of the discussion in this prospectus assumes that a Grantor
Trust Certificateholder will be treated as owning an interest in each
Receivable (and the proceeds therefrom), any right to receive Yield Supplement
Deposits and any other Trust property, although for administrative convenience,
the Servicer will report information on an aggregate basis (as though all of
the Receivables and the Yield Supplement Agreement were a single obligation).
The amount and, in some instances, character, of the income reported to a
Grantor Trust Certificateholder may differ under this method for a particular
period from that which would be reported if income were reported on a precise
asset-by-asset basis.

     Characterization. Each Grantor Trust Certificateholder will be treated as
the owner of a pro rata undivided interest in the interest and principal
portions of the Trust represented by the Grantor Trust


                                       78


Certificates and will be considered the equitable owner of a pro rata undivided
interest in each of the Receivables in the Trust, any right to receive Yield
Supplement Deposits, and any other Trust property. Any amounts received by a
Grantor Trust Certificateholder in lieu of amounts due with respect to any
Receivable because of a default or delinquency in payment will be treated for
federal income tax purposes as having the same character as the payments they
replace.

     For federal income tax purposes, the Seller will be treated as having
retained a fixed portion of the interest due on each Receivable having an
annual percentage rate in excess of the sum of the applicable Pass Through Rate
and the Servicing Rate (each, a "High Yield Receivable") equal to the
difference between (1) the annual percentage rate of the Receivable and (2) the
sum of the applicable Pass Through Rate and the Servicing Rate (the "Retained
Yield"). The Retained Yield will be treated as "stripped coupons" within the
meaning of Section 1286 of the Code, and the Stripped Receivables will be
treated as "stripped bonds." We refer you to "--Stripped Bonds and Stripped
Coupons" below. Accordingly, each Grantor Trust Certificateholder will be
treated as owning its pro rata percentage interest in (1) payments received
under any Yield Supplement Agreement, and (2) the principal of, and interest
payable on, each Receivable (minus the Retained Yield on the High Yield
Receivables).

     Those Receivables that bear interest at a rate which is less than or equal
to the sum of the applicable Pass Through Rate and the Servicing Rate (the "Low
Yield Receivables") will not be treated as stripped bonds. Instead, Yield
Supplement Deposits will be payable to eliminate the difference between the
actual yield on each Low Yield Receivable and the yield the Receivable would
have had if its interest rate had equaled the sum of the applicable Pass
Through Rate and the Servicing Rate. We refer you to "--Yield Supplement
Deposits" below.

     Each Grantor Trust Certificateholder will be required to report on its
federal income tax return in accordance with that Grantor Trust
Certificateholder's method of accounting its pro rata share of the entire
income from the Receivables in the Trust represented by Grantor Trust
Certificates, including interest, OID (if any), prepayment fees, assumption
fees, any gain recognized upon an assumption, late payment charges received by
the Servicer and any gain recognized upon collection or disposition of the
Receivables (but not including any portion of the Retained Yield). A Grantor
Trust Certificateholder will also be required to report under its usual method
of accounting any payments received under any Yield Supplement Agreement to the
extent that these payments are treated as income. Under Sections 162 or 212,
each Grantor Trust Certificateholder will be entitled to deduct its pro rata
share of Base Servicing Fees, prepayment fees, assumption fees, any loss
recognized upon an assumption and late payment charges retained by the
Servicer, provided that those amounts are reasonable compensation for services
rendered to the Trust. Grantor Trust Certificateholders that are individuals,
estates or trusts will be entitled to deduct their share of expenses only to
the extent those expenses plus all other Section 212 expenses exceed two
percent of their adjusted gross income. In addition, such expenses are not
deductible for determining the alternative minimum tax applicable to
individuals and Grantor Trust Certificateholders who are individuals are
subject to additional deduction limitations based on adjusted gross income.

     A Grantor Trust Certificateholder using the cash method of accounting must
take into account its pro rata share of income and deductions as and when
collected by or paid to the Servicer. A Grantor Trust Certificateholder using
an accrual method of accounting must take into account its pro rata share of
income and deductions as they become due or are paid to the Servicer, whichever
is earlier. Because (1) interest accrues on the Receivables over differing
monthly periods and is paid in arrears and (2) interest collected on a
Receivable generally is paid to Certificateholders in the following month, the
amount of interest accruing to a Grantor Trust Certificateholder during any
calendar month will not equal the interest distributed in that month. The
actual amount of discount on a Receivable will be includible in income as
principal payments are received on the Receivables. If the Base Servicing Fees
paid to the Servicer are deemed to exceed reasonable servicing compensation,
the amount of that excess could be considered as an ownership interest retained
by the Servicer (or any person to whom the Servicer assigned for value all or a
portion of the Base Servicing Fees) in a portion of the interest payments on
the Receivables. The Receivables would then be subject to the "stripped bond"
and "stripped coupons" rules of the Code discussed below.


                                       79


     Discount and Premium. In determining whether a Grantor Trust
Certificateholder has purchased its interest in the Receivables (or any
Receivable) held by the related Trust at a discount or premium and whether the
Receivables (or any Receivable) have OID, market discount, or amortizable
premium, a portion of the purchase price of a Certificate should be allocated
to the Grantor Trust Certificateholder's undivided interest in accrued but
unpaid interest, amounts collected at the time of purchase but not distributed,
and rights to receive Yield Supplement Deposits. As a result, the portion of
the purchase price allocable to a Grantor Trust Certificateholder's undivided
interest in the Receivables (or any Receivable) will be increased or decreased,
as applicable, and the potential OID, market discount, or amortizable premium
on the Receivables (or any Receivable) could be increased or decreased
accordingly.

     Premium. A Grantor Trust Certificateholder that acquires an interest in
Receivables at a premium over the "stated redemption price at maturity" of the
Receivables may elect to amortize that premium under a constant interest
method. Amortizable bond premium will be treated as an offset to interest
income on that Grantor Trust Certificate. The basis for that Grantor Trust
Certificate will be reduced to the extent that amortizable premium is applied
to offset interest payments. It is not clear whether a reasonable prepayment
assumption should be used in computing amortization of premium allowable under
Section 171. With some exceptions, a Grantor Trust Certificateholder that makes
this election for a Grantor Trust Certificate that is acquired at a premium
will be deemed to have made an election to amortize bond premium with respect
to all debt instruments having amortizable bond premium that the Grantor Trust
Certificateholder holds during the year of the election or thereafter. Absent
an election to amortize bond premium, the premium will be deductible as an
ordinary loss upon disposition of the Certificate or pro rata as principal is
paid on the Receivables.

     If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a Grantor Trust Certificate acquired at a premium
should recognize a loss if a Receivable prepays in full, equal to the
difference between the portion of the prepaid principal amount of that
Receivable that is allocable to the Grantor Trust Certificate and the portion
of the adjusted basis of the Grantor Trust Certificate that is allocable to
that Receivable. If a reasonable prepayment assumption is used to amortize that
premium, it appears that that loss would be available, if at all, only if
prepayments have occurred at a rate faster than the reasonable assumed
prepayment rate. It is not clear whether any other adjustments would be
required to reflect differences between an assumed prepayment rate and the
actual rate of prepayments.

     Stripped Bonds and Stripped Coupons. Although the tax treatment of
stripped bonds is not entirely clear, based on guidance from the IRS, each
purchaser of a Grantor Trust Certificate will be treated as the purchaser of a
stripped bond (to the extent that the Receivables consist of High Yield
Receivables) which generally should be treated as a single debt instrument
issued on the day it is purchased for purposes of calculating any original
issue discount. Generally, under applicable Treasury regulations (the "Section
1286 Treasury Regulations"), if the discount on a stripped bond is larger than
a de minimis amount (as calculated for purposes of the OID rules of the Code),
that stripped bond will be considered to have been issued with OID. We refer
you to "--Original Issue Discount" below. Based on the preamble to the Section
1286 Treasury Regulations, Tax Counsel is of the opinion that, although the
matter is not entirely clear, the interest income on the certificates at the
sum of the Pass Through Rate and the portion of the Servicing Rate that does
not constitute excess servicing will be treated as "qualified stated interest"
within the meaning of the Section 1286 Treasury Regulations. The Trustee will
treat that income in this manner for tax information reporting purposes. In
this case, the amount of OID on a High Yield Receivable will equal the amount
by which the purchase price of a High Yield Receivable is less than the portion
of the remaining principal balance of the Receivable allocable to the interest
acquired.

     Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described in this prospectus, the special rules
of the Code relating to OID will be applicable to a Grantor Trust
Certificateholder's interest in those Receivables meeting the conditions
necessary for these rules to apply. Generally, a Grantor Trust
Certificateholder that acquires an undivided interest in a Receivable issued or
acquired with OID must include in gross income the sum of the "daily


                                       80


portions," as defined below, of the OID on that Receivable for each day on
which it owns a Grantor Trust Certificate, including the date of purchase but
excluding the date of disposition. In the case of an original Grantor Trust
Certificateholder, the daily portions of OID with respect to a Receivable
generally would be determined as follows. A calculation will be made of the
portion of OID that accrues on the Receivable during each successive monthly
accrual period (or shorter period in respect of the date of original issue or
the final Payment Date). This will be done, in the case of each full monthly
accrual period, by adding (1) the present value of all remaining payments to be
received on the Receivable under the Prepayment Assumption used in respect of
the Receivables and (2) any payments received during that accrual period, and
subtracting from that total the "adjusted issue price" of the Receivable at the
beginning of that accrual period. No representation is made that the
Receivables will prepay at any prepayment assumption. The "adjusted issue
price" of a Receivable at the beginning of the first accrual period is the
amount of the purchase price paid by the Grantor Trust Certificateholder for
the Grantor Trust Certificate that is allocable to the Receivable, and the
"adjusted issue price" of a Receivable at the beginning of a subsequent accrual
period is the "adjusted issue price" at the beginning of the immediately
preceding accrual period plus the amount of OID allocable to that accrual
period and reduced by the amount of any payment on the Receivable (other than
"qualified stated interest") made at the end of or during that accrual period.
The OID accruing during that accrual period will then be divided by the number
of days in the period to determine the daily portion of OID for each day in the
period. With respect to an initial accrual period shorter than a full monthly
accrual period, the daily portions of OID must be determined according to a
reasonable method, provided that that method is consistent with the method used
to determine the yield to maturity of the Receivables.

     If the amount of OID is de minimis under the rule set forth above, a High
Yield Receivable would not be treated as having OID. The actual amount of
discount on a High Yield Receivable would be includible in income as principal
payments are received on the Receivable, in the proportion that each principal
payment bears to the total principal amount of the Receivable.

     With respect to the Receivables, the method of calculating OID as
described above will cause the accrual of OID to either increase or decrease
(but never below zero) in any given accrual period to reflect the fact that
prepayments are occurring at a faster or slower rate than the prepayment
assumption used in respect of the Receivables. Subsequent purchasers that
purchase Receivables at more than a de minimis discount should consult their
tax advisors with respect to the proper method to accrue that OID.

     Yield Supplement Deposits. The proper federal income tax characterization
of the Yield Supplement Deposits is not clear. Moreover, the sum of the income
and deductions properly reportable by a Grantor Trust Certificateholder in any
taxable year may not equal the amounts that would be reportable if a Grantor
Trust Certificateholder held instead of an interest in the Receivables and in
the Yield Supplement Agreement either (1) a debt instrument bearing interest at
the applicable Pass Through Rate or (2) an interest in a trust holding
Receivables each of which bears interest at a rate at least equal to the sum of
the Pass Through Rate plus the Servicing Rate. It is likely that the right to
receive Yield Supplement Deposits will be treated as a separate asset purchased
by each Grantor Trust Certificateholder, in which case a portion of each
Grantor Trust Certificateholder's purchase price or other tax basis in the
Grantor Trust Certificate equal to the fair market value of the right to
receive the Yield Supplement Deposits should be allocated to the right to
receive payments of Yield Supplement Deposits. The right to receive Yield
Supplement Deposits may be treated as a loan made by a Grantor Trust
Certificateholder to the Seller in an amount equal to the present value,
discounted at a rate equal to the sum of the applicable Pass Through Rate and
the Servicing Rate, of the projected Yield Supplement Deposits. In that event,
a portion of the Yield Supplement Deposits generally representing a yield equal
to the applicable Pass Through Rate plus the Servicing Rate on such discounted
value should be treated as interest includible in income as accrued or
received, and the remainder should be treated as a return of the principal
amount of the deemed loan. Alternatively, it is possible that the entire amount
of each Yield Supplement Deposit should be included in income as accrued or
received, in which event a Grantor Trust Certificateholder should


                                       81


also be entitled to amortize the portion of its purchase price allocable to its
right to receive Yield Supplement Deposits. The method of calculating that
amortization is unclear, and could result in the inclusion of greater amounts
of income than a Grantor Trust Certificateholder's actual yield on a
Receivable. Alternatively, it is possible that the Yield Supplement Deposits
could be treated as payments adjusting the purchase price of the Low Yield
Receivables, rather than as a separate asset. In that event, a Grantor Trust
Certificateholder could be treated as having purchased each Low Yield
Receivable at a discount (which may consist of imputed interest, market
discount, or both) that, combined with the actual coupon rate of the
Receivable, produces a yield equal to the sum of the applicable Pass Through
Rate and the Servicing Rate. It is not clear whether, and to what extent, the
amounts includible in income or amortizable under any of these methods would be
adjusted to take account of prepayments on the Receivables. Moreover, it is
possible that the IRS might contend that none of the above methods is
appropriate, and that income with respect to the Yield Supplement Agreement
should be reported by a Grantor Trust Certificateholder in some other manner.
In addition, to the extent that the amounts payable pursuant to Yield
Supplement Agreement decline during any period by reason of prepayments on the
Receivables, it is possible that a portion of the amount amortizable by the
Grantor Trust Certificateholder during that period would be treated as a
capital loss (which would not offset ordinary income), rather than as an
ordinary deduction. It is suggested that Grantor Trust Certificateholders
consult their tax advisors regarding the appropriate method of accounting for
income attributable to the Yield Supplement Agreement.

     Market Discount. A Grantor Trust Certificateholder that acquires an
undivided interest in Receivables may be subject to the market discount rules
of Sections 1276 through 1278 to the extent an undivided interest in a
Receivable is considered to have been purchased at a "market discount."
Generally, the amount of market discount is equal to the excess of the portion
of the principal amount of that Receivable allocable to that Grantor Trust
Certificateholder's undivided interest in the Receivable over that holder's tax
basis in that interest. Market discount with respect to a Receivable will be
considered to be zero if the amount allocable to the Receivable is less than
0.25% of the Receivable's stated redemption price at maturity multiplied by the
weighted average maturity remaining after the date of purchase. Treasury
regulations implementing the market discount rules have not yet been issued;
therefore, it is suggested that investors consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.

     The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond shall be
treated as ordinary income to the extent that it does not exceed the accrued
market discount at the time of that payment. The amount of accrued market
discount for purposes of determining the tax treatment of subsequent principal
payments or dispositions of the market discount bond is to be reduced by the
amount so treated as ordinary income.

     The Code also grants the Treasury Department authority to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
While the Treasury Department has not yet issued regulations, rules described
in the relevant legislative history will apply. Under those rules, the holder
of a market discount bond may elect to accrue market discount either on the
basis of a constant interest rate or according to one of the following methods.
If a Grantor Trust Certificate is issued with respect to which there is OID,
the amount of market discount that accrues during any accrual period would be
equal to the product of (1) the total remaining market discount and (2) a
fraction, the numerator of which is the OID accruing during the period and the
denominator of which is the total remaining OID at the beginning of the accrual
period. If a Grantor Trust Certificate is issued with respect to which there is
no OID, the amount of market discount that accrues during a period is equal to
the product of (1) the total remaining market discount and (2) a fraction, the
numerator of which is the amount of stated interest paid during the accrual
period and the denominator of which is the total amount of stated interest
remaining to be paid at the beginning of the accrual period. For purposes of
calculating market discount under any of the above methods in the case of
instruments (such as the Grantor


                                       82


Trust Certificates) that provide for payments that may be accelerated by reason
of prepayments of other obligations securing those instruments, the same
prepayment assumption applicable to calculating the accrual of OID will apply.
Because the regulations described above have not been issued, it is impossible
to predict what effect those regulations might have on the tax treatment of a
Grantor Trust Certificate purchased at a discount or premium in the secondary
market.

     A Grantor Trust Certificateholder who acquired a Grantor Trust Certificate
at a market discount also may be required to defer a portion of its interest
deductions for the taxable year attributable to any indebtedness incurred or
continued to purchase or carry that Grantor Trust Certificate purchased with
market discount. For these purposes, the de minimis rule referred to above
applies. Any deferred interest expense would not exceed the market discount
that accrues during that taxable year and is, in general, allowed as a
deduction not later than the year in which the market discount is includible in
income. If that holder elects to include market discount in income currently as
it accrues on all market discount instruments acquired by the holder in that
taxable year or thereafter, the interest deferral rule described above will not
apply.

     Election to Treat All Interest as OID. The OID regulations permit a
Grantor Trust Certificateholder to elect to accrue all interest, discount
(including de minimis market or original issue discount) and premium in income
as interest, based on a constant yield method. If that election were to be made
with respect to a Grantor Trust Certificate with market discount, the Grantor
Trust Certificateholder would be deemed to have made an election to include in
income currently market discount with respect to all other debt instruments
having market discount that that Grantor Trust Certificateholder acquires
during the year of the election or thereafter. Similarly, a Grantor Trust
Certificateholder that makes this election for a Grantor Trust Certificate that
is acquired at a premium will be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that that Grantor Trust Certificateholder owns or acquires. We refer
you to "--Premium" above. The election to accrue interest discount and premium
on a constant yield method with respect to a grantor trust certificate is
irrevocable except with the approval of the IRS.

     Sale or Exchange of a Grantor Trust Certificate. Sale or exchange of a
Grantor Trust Certificate prior to its maturity will result in gain or loss
equal to the difference, if any, between the amount received and the owner's
adjusted basis in the Grantor Trust Certificate. The adjusted basis generally
will equal the seller's purchase price for the Grantor Trust Certificate,
increased by any market discount, OID and gain previously included in the
seller's gross income with respect to the Grantor Trust Certificate, and
reduced by the amount of any premium, if any, previously amortized and by the
amount of any payments of principal and OID on the Grantor Trust Certificate
previously received by the seller. That gain or loss will be capital gain or
loss to an owner for which a Grantor Trust Certificate is a "capital asset"
within the meaning of Section 1221, and will be long-term or short-term
depending on whether the Grantor Trust Certificate has been owned for the
long-term capital gain holding period (currently more than one year).

     A Grantor Trust Certificate will be an "evidence of indebtedness" within
the meaning of Section 582(c)(1), so that gain or loss recognized from the sale
of a Grantor Trust Certificate by a bank or a thrift institution to which that
section applies will be treated as ordinary income or loss.

     Foreign Persons. Generally, interest or OID paid by the person required to
withhold tax under Section 1441 or 1442 to (1) a Grantor Trust
Certificateholder that is not a U.S. Person (as defined under "--Tax Treatment
of Owner Trusts--Tax Consequences to Owners of the Notes--Foreign Owners") (a
"Foreign Grantor Trust Certificateholder") or (2) a person holding on behalf of
a Foreign Grantor Trust Certificateholder, as well as accrued OID recognized by
the Foreign Grantor Trust Certificateholder on the sale or exchange of that
Grantor Trust Certificate, will not be subject to withholding to the extent
that a Grantor Trust Certificate evidences ownership in Receivables issued
after July 18, 1984 by natural persons, if that Foreign Grantor Trust
Certificateholder complies with specified identification requirements
(including delivery of a statement, signed by the Foreign Grantor Trust
Certificateholder under penalties of perjury, certifying that that Foreign
Grantor Trust


                                       83


Certificateholder is not a U.S. Person and providing the name and address of
that Foreign Grantor Trust Certificateholder). Additional restrictions apply to
Receivables where the obligor is not a natural person in order to qualify for
the exemption from withholding.

     Although it is not entirely clear, it is likely that amounts received by a
Foreign Grantor Trust Certificateholder that are attributable to payments of
Yield Supplement Deposits received pursuant to any Yield Supplement Agreement
generally would not be subject to withholding tax. It is suggested that Foreign
Grantor Trust Certificateholders consult their tax advisors regarding the
withholding tax consequences of amounts received on the Grantor Trust
Certificates that are attributable to payments of Yield Supplement Deposits
received pursuant to any Yield Supplement Agreement.

     Information Reporting and Backup Withholding. The Servicer will furnish or
make available, within a reasonable time after the end of each calendar year,
to each person who was a Grantor Trust Certificateholder at any time during
that year, that information as may be deemed necessary or desirable to assist
Grantor Trust Certificateholders in preparing their federal income tax returns,
or to enable holders to make that information available to beneficial owners or
financial intermediaries that hold Grantor Trust Certificates as nominees on
behalf of beneficial owners. If a holder, beneficial owner, financial
intermediary or other recipient of a payment on behalf of a beneficial owner
fails to supply a certified taxpayer identification number or if the Secretary
of the Treasury determines that that person has not reported all interest and
dividend income required to be shown on its federal income tax return, backup
withholding may be required with respect to any payments. Any amounts deducted
and withheld from a payment to a recipient would be allowed as a credit against
that recipient's federal income tax liability.


FEDERAL INCOME TAX TREATMENT OF FASITS

  Treatment of the Trust for Federal Income Tax Purposes

     Many aspects of the federal income tax treatment of a particular series of
Certificates will depend upon whether an election is made to treat the Trust,
or one or more segregated pools of Trust assets, as a financial asset
securitization investment trust (a "FASIT"). The FASIT provisions have been
repealed effective for entities formed after October 22, 2004. Accordingly, no
FASIT election can be made for any Trust formed after October 22, 2004.

     The FASIT provisions of the Code became effective on September 1, 1997.
Investors should note that the FASIT discussion contained herein constitutes
only a summary of the United States federal income tax consequences to holders
of certificates issued by FASITs ("FASIT Certificateholders").

     FASIT interests will be classified as either FASIT regular interests,
which generally will be treated as debt for federal income tax purposes, or a
single FASIT ownership interest, which is not treated as debt for such
purposes, but rather as representing rights and responsibilities with respect
to the taxable income or loss of the related FASIT.


  Fasit Qualification

     A trust fund will qualify as a FASIT if (1) a FASIT election is in effect,
(2) certain tests concerning the composition of the FASIT's assets (the "asset
test") and the nature of the investors' interests in the FASIT (the "interests
test") are met on a continuing basis, and (3) the trust fund is not a
"regulated investment company" ("RIC") as described in Section 851(a) of the
Code.

     The Interests Test. All interests in a FASIT must be designated as either
regular interests or as the ownership interest. A FASIT can have only one
ownership interest and it must be held directly at all times by an "eligible
corporation" (i.e., a domestic "C" corporation that is subject to tax and that
is not a RIC, a "real estate investment trust" (within the meaning of Section
856 of the Code), a "real estate mortgage investment conduit" ("REMIC") (within
the meaning of Section 860D of the Code), or a subchapter T cooperative).

     A FASIT regular interest generally qualifies as a regular interest if (1)
it is designated as a regular interest, (2) it has a stated maturity of no
greater than 30 years (including options to renew), (3) it


                                       84


unconditionally entitles its holder to a specified principal amount, (4) the
issue price of the interest does not exceed 125% of its stated principal
amount, (5) the yield to maturity of the interest is less than the applicable
federal rate published by the IRS for the month of issue plus 5 percentage
points, and (6) it pays interest, such interest is payable at either (a) a
fixed rate with respect to the principal amount of the regular interest or (b)
certain permissible variable rates with respect to such principal amount.

     If an interest in a FASIT fails to meet one or more of the requirements
set out in clauses (3), (4) or (5) in the immediately preceding paragraph, but
otherwise meets all requirements to be treated as a FASIT, it may still qualify
as a type of regular interest known as a "high-yield interest." In addition, if
an interest in a FASIT fails to meet the requirement of clause (6) above, but
the interest payable on the interest consists of a specified portion of the
interest payments on permitted assets and that portion does not vary over the
life of the security, the interest will also qualify as a high-yield interest.
A high-yield interest may only be held by domestic C corporations that are
fully subject to corporate income tax, other FASITs, and dealers in securities
who acquire such interests exclusively for sale to customers in the ordinary
course of business, rather than for investment. In addition, holders of
high-yield interests are subject to limitations on offsetting income derived
from such interest. We refere you to "--Tax Treatment of FASIT
Certificateholders--Taxation of Holders of High Yield Interests" below.

     One interest will be designated as the sole ownership interest in the
FASIT. The ownership interest may not be owned by any entity other than an
eligible corporation. The ownership interest need not have any particular
economic characteristics.

     The Asset Test. In order for a Trust to qualify as a FASIT, substantially
all of its assets must be "permitted assets" as of the close of the third month
following the date of its formation, and at all times thereafter. "Permitted
assets" include (1) cash and cash equivalents, (2) any debt instrument that
provides for interest payments which (A) are payable based on a fixed rate or
certain variable rates, or (B) consist of a specified portion of the interest
payments on the Trust assets, which portion does not vary during the period
such interest is outstanding, (3) foreclosure property, (4) certain hedging
instruments (i.e., swap contracts, futures contracts, and guarantee
arrangements) intended to hedge against the risks associated with being the
obligor on FASIT regular interests, (5) contract rights to acquire debt
instruments described in (2) above or hedges described in (4) above, and (6)
any regular interest in a REMIC or in another FASIT. The term "permitted asset"
does not, however, include any debt instrument issued by the holder of the
ownership interest or any person related to such holder.

     Consequences of Disqualification

     If a trust or segregated pool of trust assets fails to comply with one or
more ongoing requirements for FASIT status during any taxable year, the Code
provides that its FASIT status may be lost for that year and thereafter. The
Treasury Department has issued proposed regulations (the "Proposed FASIT
Regulations") that address the federal income tax treatment of the former FASIT
and the related former FASIT Certificateholders if FASIT status is lost. Under
the Proposed FASIT Regulations, the IRS may provide disqualification relief for
the inadvertent termination of FASIT status, subject to the satisfaction of
certain conditions, including the potential imposition of corporate tax on the
FASIT's income during the period of disqualification. If the IRS does not
determine the termination of FASIT status to be inadvertent, the trust or
segregated pool of assets is no longer treated as a FASIT and generally is
prohibited from making a new FASIT election. In addition, the underlying
arrangement is treated as holding the assets of the terminated FASIT and is
classified (for example, as a corporation or partnership) under general tax
principles. The former FASIT Certificateholders are treated as exchanging their
FASIT regular interests for new interests in the underlying arrangement. These
new interests are classified under general tax principles, and the deemed
exchange of the regular interests for the new interests may require the former
FASIT Certificateholders to recognize gain. There can be no assurance at this
time that the Proposed FASIT Regulations, if adopted, will be adopted in the
form as proposed.


                                       85


     Tax Treatment of FASIT Certificateholders

     FASIT regular interests generally will be subject to the same rules of
taxation as apply to debt instruments generally, except that holders of FASIT
regular interests must report income from their securities under the accrual
method of accounting, even if they otherwise would have used the cash receipts
and disbursement method. The sale or other disposition of a FASIT regular
security generally will be subject to the same rules as apply to debt
instruments generally. We refer you to "--Tax Treatment of Owner Trusts--Tax
Consequences to Owners of the Notes" above.

     Taxation of Holders of High-Yield Interests. High-yield interests are
subject to special rules regarding the eligibility of holders of those
interests, and the ability of the holders to offset income derived from those
interests with losses. High-yield interests only may be held by eligible
corporations, other FASITs, and dealers in securities which acquire such
interests as inventory. If a securities dealer (other than an eligible
corporation) initially acquires a high-yield interest as inventory, but later
begins to hold it for investment, the dealer will be subject to an excise tax
equal to the income from the high-yield interest multiplied by the highest
corporate tax rate. In addition, transfers of high-yield interests to
disqualified holders will be disregarded for federal income tax purposes, and
the transferor will continue to be treated as the holder of the high-yield
interest.

     The holder of a high-yield interest may not use non-FASIT current losses
or net operating loss carryforwards or carrybacks to offset any income derived
from the high-yield interest, for either regular federal income tax purposes or
for alternative minimum tax purposes. In addition, the FASIT provisions contain
an anti-abuse rule that imposes corporate income tax on income derived from a
FASIT regular interest that is held by a pass-through entity (other than
another FASIT) that issues debt or equity securities backed by the FASIT
regular interest and that have the same features as high-yield interests.

     Taxation of Holders of FASIT Ownership Interests. A FASIT ownership
interest represents the residual equity interest in a FASIT. As such, the
holder of a FASIT ownership interest determines its taxable income by taking
into account all assets, liabilities, and items of income, gain, deduction,
loss and credit of the related FASIT. In general the character of the income to
the holder of a FASIT ownership interest will be the same as the character of
such income to the FASIT, except that any tax-exempt interest income taken into
account by the holder of a FASIT ownership interest is treated as ordinary
income. In determining that taxable income, the holder of a FASIT ownership
interest must use a constant yield methodology and an accrual method of
accounting and generally will be subject to the same rules of taxation for OID,
market discount, and amortizable premium as apply to debt instruments
generally. In addition, a holder of a FASIT ownership interest is subject to
the same limitations on its ability to use non-FASIT losses to offset income
from the FASIT ownership interest as are holders of high-yield interests. We
refer you to "--Tax Treatment of Owner Trusts--Tax Consequences to Owners of
the Certificates--Discount and Premium" above.

     Particular "wash sale" rules will apply to FASIT ownership interests.
Specifically, losses on dispositions of a FASIT ownership interest generally
will be disallowed where within six months before or after the disposition, the
seller of such interest acquires any other FASIT ownership interest that is
economically comparable to the disposed FASIT ownership interest. In addition,
if any security that is sold or contributed to a FASIT by the holders of the
related FASIT ownership interest was required to be marked to market under
Section 475 of the Code by such holder, then Section 475 of the Code generally
will continue to apply to such security.

     The holder of a FASIT ownership interest will be subject to a tax equal to
100% of the net income derived by the FASIT from any "prohibited transactions."
Prohibited transactions include (1) the receipt of income derived from assets
that are not permitted assets, (2) certain dispositions of permitted assets,
(3) the receipt of any income derived from any loan originated by a FASIT, and
(4) in certain cases, the receipt of income representing a servicing fee or
other compensation. Any series of securities for which a FASIT election is made
generally will be structured to avoid application of the prohibited transaction
tax.


                                       86


     Tax Consequences to Foreign FASIT Certificateholders

     Interest or OID paid to or accrued by a FASIT regular interest holder who
is not a U.S. Person (as defined under "--Tax Treatment of Owner Trusts--Tax
Consequences to Owners of the Notes--Foreign Owners") generally will be
considered "portfolio interest" and will not be subject to United States
federal income or withholding tax if the holder meets the same requirements
that are applicable to foreign holders of REMIC regular interests. We refer you
to "--Tax Treatment of Owner Trusts--Tax Consequences to Owners of the
Notes--Foreign Owners" above.

     The 30% withholding tax will apply, however, in certain situations where
"contingent interest" is paid or the IRS determines that withholding is
required in order to prevent tax evasion by United States persons. If the 30%
withholding tax is applicable, payments of contingent interest made to FASIT
regular interest holders who are foreign persons will be subject to
withholding. In addition, a tax equal to 30% of the OID accrued with respect to
a certificate since the last payment of interest thereon will be withheld from
each interest payment made to a foreign person. The Code provides, for purposes
of determining the amount of OID subject to the withholding tax on foreign
persons, that OID shall accrue at a constant interest rate pursuant to the
rules applicable to United States persons. FASIT Certificateholders to whom
withholding with respect to foreign persons applies will also be subject to a
30% tax on the portion of any accrued OID that has not previously been subject
to withholding upon the payment by the issuer of principal on a security or
upon the sale or exchange of a security.

     The 30% withholding tax imposed on a foreign person may be subject to
reduction or elimination under applicable tax treaties and does not apply if
the interest, OID or gain treated as ordinary income, as the case may be, is
effectively connected with the conduct by such foreign person of a trade or
business within the United States.

     Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of FASIT certificates by a foreign person will be exempt
from United States 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 person and (2) in the case of an individual, the
individual is not present in the United States for 183 days or more in the
taxable year.

     Backup Withholding

     A holder of a FASIT regular interest will be subject to the same backup
withholding rules that apply to holders of debt instruments generally. We refer
you to "--Tax Treatment of Owner Trusts--Tax Consequences to Owners of the
Notes--Backup Withholding" above.

     Tax Information Reporting

     The securities will represent collateralized debt obligations for purposes
of the information reporting requirements set out in the Treasury regulations.
As required by those regulations, the Trustee will provide to FASIT
Certificateholders information concerning the interest paid and OID accrued on
the securities as specified in the prospectus supplement.


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                             STATE TAX CONSEQUENCES

     The above discussion does not address the tax treatment of any Owner
Trust, Grantor Trust, Notes, Certificates, Grantor Trusts Certificates, Note
Owners, Certificate Owners or Grantor Trust Certificateholders 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 or Grantor Trust as well as any state and local tax
consequences for them purchasing, holding and disposing of Notes, Certificates
or Grantor Trust Certificates.

     The federal and state tax discussions set forth above are included for
general information only and 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


GENERAL

     A fiduciary of a pension, profit-sharing, retirement or other employee
benefit plan subject to Title I of ERISA should consider the fiduciary
standards under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") in the context of the plan's particular circumstances before
authorizing an investment of a portion of such plan's assets in the Securities.
Accordingly, pursuant to Section 404 of ERISA, such fiduciary should consider
among other factors (i) whether the investment is for the exclusive benefit of
plan participants and their beneficiaries; (ii) whether the investment
satisfies the applicable diversification requirements; (iii) whether the
investment is in accordance with the documents and instruments governing the
plan; and (iv) whether the investment is prudent, considering the nature of the
investment. Fiduciaries of plans also should consider ERISA's prohibition on
improper delegation of control over, or responsibility for, plan assets.

     In addition, employee benefit plans or other retirement arrangements
subject to ERISA, as well as individual retirement accounts, certain types of
Keogh plans not subject to ERISA but subject to Section 4975 of the Code, or
any entity (including insurance company separate or general accounts) whose
underlying assets include plan assets by reason of such plans, arrangements or
accounts investing in the entity (each, a "Plan") are prohibited from engaging
in a broad range of transactions involving Plan assets and persons having
certain specified relationships to a Plan ("parties in interest" and
"disqualified persons"). Such transactions are treated as "prohibited
transactions" under Sections 406 of ERISA and excise taxes and/or other
penalties are imposed upon such persons under ERISA and/or Section 4975 of the
Code unless an exemption applies. The Seller, any Underwriter of the
Securities, the Servicer, the Trustee, the Indenture Trustee and certain of
their affiliates might be considered "parties in interest" or "disqualified
persons" with respect to a Plan. If so, the acquisition, holding or disposition
of Securities by or on behalf of such Plan could be considered to give rise to
a "prohibited transaction" within the meaning of ERISA and the Code unless a
statutory, regulatory or administrative exception or exemption is available.


ERISA CONSIDERATIONS RELATING TO CERTIFICATES

     Plan Assets. In 29 C.R.F  Section 2510.3-101 (the "Plan Asset
Regulations"), the U.S. Department of Labor ("DOL") has defined what
constitutes "plan assets" for purposes of ERISA and Section 4975 of the Code in
the context of a Plan's investment in another entity. The Plan Asset
Regulations provide that if a Plan makes an investment in an "equity interest"
in an entity, an undivided portion of the assets of the entity will be
considered the assets of such Plan unless certain exceptions set forth in such
Regulations apply. The Certificates will be deemed an equity interest for
purposes of the Plan Asset Regulations, and the Seller can give no assurance
that the Certificates will qualify for any of the


                                       88


exceptions under the Plan Asset Regulations. As a result, (i) a Plan may be
deemed to have acquired an interest in the assets of the Trust and not merely
an interest in the Certificates, (ii) the fiduciary investment standards of
ERISA could apply to such assets and (iii) transactions occurring in the course
of managing, operating and servicing the Trust and its assets might constitute
prohibited transactions, unless a statutory, regulatory or administrative
exemption applies.

     Underwriter Exemption

     General Discussion. The DOL has granted to a number of Underwriters
individual prohibited transaction exemptions, all of which were amended
pursuant to Prohibited Transaction Exemption 2002-41 (the "Exemption"), which
is applicable to Certificates which meet its requirements whenever one of such
Underwriters or its affiliate is the sole Underwriter, manager or co-manager of
an underwriting syndicate or is the selling or placement agent. The Exemption
generally exempts certain transactions from the application of certain of the
prohibited transaction provisions of ERISA and the Code provided that the
conditions set forth in the Exemption are satisfied. These transactions include
the servicing, managing and operation of certain types of investment Trusts
holding fixed (generally non-revolving pools) of enumerated categories of
fully-secured assets which include the Receivables and the purchase, sale and
holding of Certificates which represent beneficial ownership interests in the
assets of such Trusts.

     General Conditions of Exemption. The Exemption sets forth general
conditions which must be satisfied for a transaction involving the purchase,
sale and holding of the Certificates to be eligible for exemptive relief
thereunder. First, the acquisition of Certificates by Plans must be on terms
that are at least as favorable to the Plan as they would be in an arm's-length
transaction with an unrelated party. Second, the assets held by the Trust must
be secured. Third, the Certificates at the time of acquisition by the Plan must
be rated in one of the four highest generic rating categories by Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's
Investors Services, Inc. or Fitch Ratings (each, a "Rating Agency"). Fourth,
the Trustee and the Indenture Trustee generally cannot be affiliates of any
member of the "Restricted Group," other than the Underwriter. The Restricted
Group consists of any (i) Underwriter as defined in the Exemption, (ii) the
Seller, (iii) the Servicer, (iv) the counterparty of any "interest swap" (as
described below) held as an asset of the Trust and (v) any obligor with respect
to Receivables constituting more than 5% of the aggregate unamortized principal
balance of the Receivables held in the Trust as of the date of initial issuance
of the Certificates. Fifth, the sum of all payments made to, and retained by,
such Underwriters must represent not more than reasonable compensation for
underwriting the Certificates; the sum of all payments made to, and retained
by, the Seller pursuant to the assignment of the Receivables to the related
Trust must represent not more than the fair market value of such Receivables;
and the sum of all payments made to, and retained by, the Servicer must
represent not more than reasonable compensation for such person's services
under the Pooling and Servicing Agreement and reimbursement of such person's
reasonable expenses in connection therewith. Sixth, (i) the investment pool
must consist only of assets of the type enumerated in the Exemption and which
have been included in other investment pools; (ii) Certificates evidencing
interests in such other investment pools must have been rated in one of the
four highest generic rating categories by one of the Rating Agencies for at
least one year prior to a Plan's acquisition of Certificates; and (iii)
Certificates evidencing interests in such other investment pools must have been
purchased by investors other than Plans for at least one year prior to a Plan's
acquisition of Certificates. Finally, the investing Plan must be an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Commission under
the Securities Act of 1933, as amended. The Seller assumes that only Plans
which are accredited investors under the federal Securities laws will be
permitted to purchase the Certificates.

     Types of Trusts. The types of Trusts permitted to be issuers under the
Exemption include common law Trusts, Owner-Trusts, Grantor Trusts and REMICs.
Owner-Trusts are subject to certain restrictions in their governing documents
to ensure that their assets may not be reached by the creditors of the Seller
in the event of bankruptcy or other insolvency and must provide certain legal
opinions.


                                       89


     Insurance Company General Accounts. In the event that Certificates do not
meet the requirements of the Exemption solely because they fail to meet a
minimum rating requirement under the Exemption, certain Plans may be eligible
to purchase Certificates pursuant to Section III of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60") which permits insurance company general
accounts as defined in PTCE 95-60 to purchase such Certificates if they
otherwise meet all of the other requirements of the Exemption.

     Insurance companies contemplating the investment of general account assets
in any of the Certificates and Notes offered hereunder should also consult with
their legal advisors with respect to the applicability of Section 401(c) of
ERISA and the DOL regulations issued thereunder regarding the potential
application to, and exemption from, the fiduciary and prohibited transaction
provisions of ERISA and/or Section 4975 of the Code to such accounts as a
general matter.

     Permitted Assets. The Exemption permits interest-rate swaps and yield
supplement agreements to be assets of a Trust if certain conditions are
satisfied. An interest-rate swap (or if purchased by or on behalf of the Trust)
an interest-rate cap contract (collectively, a "Swap" or "Swap Agreement") is a
permitted Trust asset if it: (a) is an "eligible Swap;" (b) is with an
"eligible counterparty;" (c) is purchased by a "qualified plan investor;" (d)
meets certain additional specific conditions which depend on whether the Swap
is a "ratings dependent Swap" or a "non-ratings dependent Swap" and (e) permits
the Trust to make termination payments to the Swap Counterparty (other than
currently scheduled payments) solely from excess spread or amounts otherwise
payable to the Servicer or Seller.

     An "eligible Swap" is one which: (a) is denominated in U.S. dollars; (b)
pursuant to which the Trust pays or receives, on or immediately prior to the
respective payment or distribution date for the class of Certificates to which
the Swap relates, a fixed rate of interest or a floating rate of interest based
on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve's Cost
of Funds Index (COFI)), with the Trust receiving such payments on at least a
quarterly basis and obligated to make separate payments no more frequently than
the counterparty, with all simultaneous payments being netted ("Allowable
Interest Rate"); (c) has a notional amount that does not exceed either: (i) the
principal balance of the class of Certificates to which the Swap relates, or
(ii) the portion of the principal balance of such class represented by
Receivables ("Allowable Notional Amount"); (d) is not leveraged (i.e., payments
are based on the applicable notional amount, the day count fractions, the fixed
or floating rates permitted above, and the difference between the products
thereof, calculated on a one-to-one ratio and not on a multiplier of such
difference) ("Leveraged"); (e) has a final termination date that is either the
earlier of the date on which the issuer terminates or the related class of
Certificates are fully repaid and (f) does not incorporate any provision which
could cause a unilateral alteration in the interest rate requirements described
above or the prohibition against leveraging.

     An "eligible counterparty" means a bank or other financial institution
which has a rating at the date of issuance of the Certificates, which is in one
of the three highest long-term credit rating categories or one of the two
highest short-term credit rating categories, utilized by at least one of the
Rating Agencies rating the Certificates; provided that, if a counterparty is
relying on its short-term rating to establish eligibility hereunder, such
counterparty must either have a long-term rating in one of the three highest
long-term rating categories or not have a long-term rating from the applicable
Rating Agency.

     A "qualified plan investor" is a Plan or Plans where the decision to buy
such class of Certificates is made on behalf of the Plan by an independent
fiduciary qualified to understand the Swap transaction and the effect the Swap
would have on the rating of the Certificates and such fiduciary is either (a) a
"qualified professional asset manager" ("QPAM") under Prohibited Transaction
Class Exemption 84-14 ("PTCE 84-14") (see below), (b) an "in-house asset
manager" under Prohibited Transaction Class Exemption 96-23 ("PTCE 96-23") (see
below) or (c) has total assets (both Plan and non-Plan) under management of at
least $100 million at the time the Certificates are acquired by the Plan.


                                       90


     In "ratings dependent Swaps" (where the rating of a class of Certificates
is dependent on the terms and conditions of the Swap), the Swap Agreement must
provide that if the credit rating of the counterparty is withdrawn or reduced
by any Rating Agency below a level specified by the Rating Agency, the Servicer
must, within the period specified under the Pooling and Servicing Agreement:
(a) obtain a replacement Swap Agreement with an eligible counterparty which is
acceptable to the Rating Agency and the terms of which are substantially the
same as the current Swap Agreement (at which time the earlier Swap Agreement
must terminate); or (b) cause the Swap counterparty to establish any
collateralization or other arrangement satisfactory to the Rating Agency such
that the then current rating by the Rating Agency of the particular class of
Certificates will not be withdrawn or reduced (and the terms of the Swap
Agreement must specifically obligate the counterparty to perform these duties
for any class of Certificates with a term of more than one year). In the event
that the Servicer fails to meet these obligations, Plan Certificateholders must
be notified in the immediately following periodic report which is provided to
Certificateholders but in no event later than the end of the second month
beginning after the date of such failure. Sixty days after the receipt of such
report, the exemptive relief provided under the Exemption will prospectively
cease to be applicable to any class of Certificates held by a Plan which
involves such ratings dependent Swap.

     "Non-ratings dependent Swaps" (those where the rating of the Certificates
does not depend on the terms and conditions of the Swap) are subject to the
following conditions. If the credit rating of the counterparty is withdrawn or
reduced below the lowest level permitted above, the Servicer will, within a
specified period after such rating withdrawal or reduction: (a) obtain a
replacement Swap Agreement with an eligible counterparty, the terms of which
are substantially the same as the current Swap Agreement (at which time the
earlier Swap Agreement must terminate); (b) cause the counterparty to post
collateral with the Trust in an amount equal to all payments owed by the
counterparty if the Swap transaction were terminated; or (c) terminate the Swap
Agreement in accordance with its terms.

     An "eligible yield supplement agreement" is any yield supplement agreement
or similar arrangement (or if purchased by or on behalf of the Trust) an
interest rate cap contract to supplement the interest rates otherwise payable
on obligations held by the Trust ("EYS Agreement"). If the EYS Agreement has a
notional principal amount and/or is written on an International Swaps and
Derivatives Association, Inc. (ISDA) form, the EYS Agreement may only be held
as an asset of the Trust if it meets the following conditions: (a) it is
denominated in U.S. dollars; (b) it pays an Allowable Interest Rate; (c) it is
not Leveraged; (d) it does not allow any of these three preceding requirements
to be unilaterally altered without the consent of the Trustee; (e) it is
entered into between the Trust and an eligible counterparty and (f) it has an
Allowable Notional Amount.

     Pre-Funding Accounts. The Exemption permits the use of pre-funding
accounts whereby a portion of the Receivables backing the Certificates are
transferred to the Trust within a pre-funding period ending no later than 90
days or three months after the Closing Date, instead of requiring that all such
Receivables be either identified or transferred on or before the Closing Date.
The ratio of the amount allocated to the pre-funding account to the total
principal amount of the Certificates being offered may not exceed twenty-five
percent (25%), and certain other conditions set forth in the Exemption must be
satisfied.

     Revolving Pool Features

     The Exemption only covers Certificates backed by "fixed" pools of
Receivables which require that all the Receivables must be transferred to the
Trust or identified at closing (or transferred within the above pre-funding
period, if pre-funding meeting the conditions of the Exemption is used).
Accordingly, Certificates issued by Trusts which feature revolving pools of
assets will not be eligible for a purchase by Plans. However, Securities which
are Notes backed by revolving pools of assets may be eligible for purchase by
Plans pursuant to certain other prohibited transaction exemptions. See
discussion below in "ERISA Considerations Relating to Notes."

     Limitations on Scope of the Exemption. If the general conditions of the
Exemption are satisfied, the Exemption may provide an exemption from the
restrictions imposed by ERISA and the Code in


                                       91


connection with the initial acquisition, transfer or holding, and the
acquisition or disposition in the secondary market, of the Certificates by
Plans. However, no exemption is provided from the restrictions of ERISA for the
acquisition or holding of a Certificates on behalf of an "Excluded Plan" by any
person who is a fiduciary with respect to the assets of such Excluded Plan. For
those purposes, an Excluded Plan is a Plan sponsored by any member of the
Restricted Group. Exemptive relief may also be provided for the acquisition,
holding and disposition of Certificates by Plans if the fiduciary or its
affiliate is the obligor with respect to 5% or less of the fair market value of
the Receivables in the Trust provided that: (i) the Plan is not an Excluded
Plan, (ii) each Plan's investment in each class of Certificates does not exceed
25% of the outstanding Certificates in the class, (iii) after the Plan's
acquisition of the Certificates, no more than 25% of the assets over which the
fiduciary has investment authority are invested in Certificates of a Trust
containing assets which are sold or serviced by the same entity and (iv) in the
case of initial issuance (but not secondary market transactions), at least 50%
of each class of Certificates and at least 50% of the aggregate interests in
the Trust are acquired by persons independent of the Restricted Group.


ERISA CONSIDERATIONS RELATING TO NOTES

     Under the Plan Asset Regulations, the assets of the Trust would be treated
as "plan assets" of a Plan for the purposes of ERISA and the Code only if the
Plan acquires an "equity interest" in the Trust and none of the exceptions
contained in the Plan Asset Regulations is applicable. An equity interest is
defined under the Plan Asset Regulations as an interest other than an
instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features. Assuming that the Notes are treated
as indebtedness without substantial equity features for purposes of the Plan
Asset Regulations, then such Notes will be eligible for purchase by Plans.
However, without regard to whether the Notes are treated as an "equity
interest" for such purposes, the acquisition or holding of Notes by or on
behalf of a 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
disqualified person with respect to such Plan, or in the event that a Note is
purchased in the secondary market and such purchase constitutes a sale or
exchange between a Plan and a party in interest or disqualified person with
respect to such Plan. There can be no assurance that the Trust or any of its
affiliates will not be or become a party in interest or a disqualified person
with respect to a Plan that acquires Notes.

     The Exemption permits Trusts which are Grantor Trusts, or Owner-Trusts to
issue Notes, as well as Certificates, provided a legal opinion is received to
the effect that the Noteholders have a perfected security interest in the
Trust's assets. The exemptive relief provided under the Exemption for any
prohibited transactions which could be caused as a result of the operation,
management or servicing of the Trust and its assets would not be necessary with
respect to Notes with no substantial equity features which are issued as
obligations of the Trust. However, the Exemption would provide prohibited
transaction exemptive relief, provided that the same conditions of the
Exemption described above relating to Certificates are met with respect to the
Notes. The same limitations of such exemptive relief relating to acquisitions
of Certificates by fiduciaries with respect to Excluded Plans would also be
applicable to the Notes as described herein in "Limitations on Scope of the
Exemption."

     In the event that the Exemption is not applicable to the Notes, one or
more other prohibited transactions exemptions may be available to Plans
purchasing or transferring the Notes depending in part upon the type of Plan
fiduciary making the decision to acquire the Notes and the circumstances under
which such decision is made. These exemptions include, but are not limited to,
Prohibited Transaction Class Exemption 90-1 (regarding investments by insurance
company pooled separate accounts), Prohibited Transaction Class Exemption 91-38
(regarding investments by bank collective investments funds), PTCE 84-14
(regarding transactions effected by "qualified professional asset managers"),
PTCE 95-60 (regarding investments by insurance company general accounts) and
PTCE 96-23 (regarding transactions effected by "in-house asset managers")
(collectively, the "Investor-Based Exemptions"). However, even if the
conditions specified in these Investor-Based Exemptions are met, the scope of
the relief provided under such Exemptions might or might not cover all acts
which might be construed as prohibited transactions.


                                       92


     EACH PROSPECTUS SUPPLEMENT WILL CONTAIN INFORMATION CONCERNING
CONSIDERATIONS RELATING TO ERISA AND THE CODE THAT ARE APPLICABLE TO THE
RELATED SECURITIES. BEFORE PURCHASING SECURITIES IN RELIANCE ON THE EXEMPTION,
THE INVESTOR-BASED EXEMPTIONS OR ANY OTHER EXEMPTION, A FIDUCIARY OF A PLAN
SHOULD ITSELF CONFIRM THAT REQUIREMENTS SET FORTH IN SUCH EXEMPTION WOULD BE
SATISFIED.

     ANY PLAN INVESTOR WHO PROPOSES TO USE "PLAN ASSETS" OF ANY PLAN TO
PURCHASE SECURITIES OF ANY SERIES OR CLASS SHOULD CONSULT WITH ITS COUNSEL WITH
RESPECT TO THE POTENTIAL CONSEQUENCES UNDER ERISA AND SECTION 4975 OF THE CODE
OF THE ACQUISITION AND OWNERSHIP OF SUCH SECURITIES.

     Governmental plans and church plans as defined in ERISA are not subject to
ERISA or Section 4975 of the Code, although they may elect to be qualified
under Section 401(a) of the Code and exempt from taxation under Section 501(a)
of the Code and would then be subject to the prohibited transaction rules set
forth in Section 503 of the Code. In addition, governmental plans may be
subject to federal, state and local laws which are to a material extent similar
to the provisions of ERISA or Section 4975 of the Code ("Similar Law"). A
fiduciary of a governmental plan should make its own determination as to the
propriety of an investment in Securities under applicable fiduciary or other
investment standards and the need for the availability of any exemptive relief
under any Similar Law.


                                  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 (collectively, the
"Underwriting Agreements"), the Seller will agree to cause the related Trust to
sell to the underwriters named in the Underwriting Agreements (the
"Underwriters") 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.

     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 AHFC and the Seller 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 Seller.

     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.


                                       93


                                 LEGAL OPINIONS


     Certain legal matters relating to the Securities of any series will be
passed upon for the related Trust, the Seller and the Servicer by counsel
specified in the applicable prospectus supplement. In addition, certain United
States federal tax and other matters will be passed upon for the related Trust
by counsel specified in the applicable prospectus supplement. Certain legal
matters will be passed upon for the Underwriters by counsel specified in the
applicable prospectus supplement.
























                                       94


                                 INDEX OF TERMS


Accounts .................................   50
Actuarial Receivables ....................   21
Administration Agreement .................   62
Administration Fee .......................   62
Administrative Purchase Payment ..........   51
Administrative Receivable ................   51
Administrator ............................   62
Advances .................................   53
AHFC .....................................   20
AHMC .....................................   24
APR ......................................   21
asset test ...............................   84
Auction ..................................   41
Base Rate ................................   34
Base Servicing Fee .......................   53
Bond Equivalent Yield ....................   42
Business Day .............................   34
Calculation Agent ........................   37
Calculation Date .........................   37
California Contracts .....................   68
CD Rate ..................................   38
CD Rate Security .........................   34
Cede .....................................   25
Certificate Balance ......................   27
Certificate Owners .......................   73
Certificate Pool Factor ..................   26
Certificateholder ........................   32
class ....................................   27
Clearstream, Luxembourg ..................   43
Clearstream, Luxembourg Participants .....   43
Closing Date .............................   20
Code .....................................   69
Collection Account .......................   49
Collection Period ........................   52
Commercial Paper Rate ....................   38
Commercial Paper Rate Security ...........   34
Cutoff Date ..............................   20
Dealer Agreements ........................   20
Dealer Recourse ..........................   26
Dealers ..................................   20
Definitive Certificates ..................   47
Definitive Notes .........................   47
Definitive Securities ....................   47
Depositaries .............................   43
Designated LIBOR Page ....................   40
Determination Date .......................   57
DTC ......................................   43
DTC Participants .........................   44
Eligible Investments .....................   50
Euroclear ................................   43
Euroclear Operator .......................   46
Euroclear Participants ...................   43
Events of Default ........................   29
Excess Payment ...........................   52
FASIT ....................................   84
FASIT Certificateholders .................   84
Federal Funds Rate .......................   39
Federal Funds Rate Security ..............   34
Final Scheduled Maturity Date ............   51
Financed Vehicles ........................   20
Fixed Rate Securities ....................   34
Floating Rate Securities .................   34
Foreign Certificate Owners ...............   77
Foreign Grantor Trust Certificateholder      83
Foreign Owner ............................   71
Grantor Trust ............................   77
Grantor Trust Certificateholders .........   78
Grantor Trust Certificates ...............   78
H.15 Daily Update ........................   38
H.15(519) ................................   38
HCFI .....................................   24
HDC Rule .................................   67
High Yield Receivable ....................   79
Indenture ................................   27
Indenture Trustee ........................   23
Index ....................................   42
Index Currency ...........................   35
Index Maturity ...........................   37
Indexed Principal Amount .................   42
Indexed Securities .......................   42
Indirect DTC Participants ................   44
Insolvency Event .........................   59
Insolvency Laws ..........................   66
Interest Determination Date ..............   36
Interest Period ..........................   36
Interest Rate ............................   27
Interest Reset Date ......................   35
Interest Reset Period ....................   35
interests test ...........................   84
IRS ......................................   69
LIBOR Security ...........................   34
London Banking Day .......................   37
London Business Day ......................   34
Low Yield Receivables ....................   79
Money Market Yield .......................   39
Moody's ..................................   50
New York Business Day ....................   34
Note Owners ..............................   70


                                       95




Note Pool Factor ..........................   26
Noteholder ................................   27
Obligors ..................................   20
OID .......................................   70
OID regulations ...........................   70
Original Certificate Balance ..............   27
Owner Trust ...............................   70
Pass Through Rate .........................   33
Payahead Account ..........................   49
Payment Date ..............................   33
Payments Ahead ............................   50
permitted assets ..........................   85
Pool Balance ..............................   54
Pooling and Servicing Agreement ...........   20
Precomputed Advance .......................   52
Precomputed Receivables ...................   21
Prepayment ................................   52
Prepayment Assumption .....................   70
Principal Balance .........................   54
Principal Financial Center ................   35
Principal Financial Center Business Day       34
prospectus supplement .....................   20
Purchase Agreement ........................   48
Rebate ....................................   49
Receivables ...............................   20
Receivables Pool ..........................   20
Related Documents .........................   31
Required Deposit Rating ...................   50
Required Rate .............................   54
Required Yield Supplement Amount ..........   54
Reserve Fund ..............................   55
Reserve Fund Initial Deposit ..............   56
Retained Yield ............................   79
RIC .......................................   84
Rule of 78s Receivables ...................   21
Sale and Servicing Agreement ..............   20
Schedule of Receivables ...................   48
Scheduled Payment .........................   21
SEC .......................................   25
Section 1286 Treasury Regulations .........   80
Securities ................................   20
Securities Act ............................   25
Securityholders ...........................   25
Seller ....................................   20
Servicer ..................................   24
Servicer Default ..........................   59
Servicer Letter of Credit .................   57
Servicing Fee Rate ........................   53
Short-Term Note ...........................   70
Simple Interest Advance ...................   53
Simple Interest Receivables ...............   21
Specified Currency ........................   35
Spread ....................................   34
Spread Multiplier .........................   34
Standard & Poor's .........................   50
Strip Certificates ........................   33
Strip Notes ...............................   27
Supplemental Servicing Fee ................   53
TARGET Business Day .......................   35
Tax Counsel ...............................   69
Telerate Page 120 .........................   39
Telerate Page 56 ..........................   41
Telerate Page 57 ..........................   41
Terms and Conditions ......................   46
Total Servicing Fee .......................   53
Transfer and Servicing Agreements .........   48
Treasury Bills ............................   41
Treasury Rate .............................   41
Treasury Rate Security ....................   34
Trust .....................................   20
Trust Agreement ...........................   20
Trustee ...................................   23
U.S. Person ...............................   72
UCC .......................................   49
Underwriters ..............................   93
Underwriting Agreements ...................   93
Warranty Purchase Payment .................   49
Warranty Receivable .......................   49
weighted average life .....................   25
Yield Supplement Account ..................   54
Yield Supplement Deposit ..................   54

                                       96




================================================================================

       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 SELLER 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 SELLER 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.




                                 AMERICAN HONDA
                                RECEIVABLES CORP.
                                     SELLER




                                 AMERICAN HONDA
                               FINANCE CORPORATION
                                    SERVICER




       UNTIL SEPTEMBER 4, 2005 (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.


                             HONDA AUTO RECEIVABLES
                               2005-3 OWNER TRUST



                                  $340,000,000
                          3.42005% ASSET BACKED NOTES,
                                    CLASS A-1



                                  $345,000,000
                            3.73% ASSET BACKED NOTES,
                                    CLASS A-2



                                  $440,000,000
                            3.87% ASSET BACKED NOTES,
                                    CLASS A-3



                                  $199,875,000
                            4.03% ASSET BACKED NOTES,
                                    CLASS A-4

                              ---------------------
                              PROSPECTUS SUPPLEMENT
                              ---------------------


                                JOINT BOOKRUNNERS


                           CREDIT SUISSE FIRST BOSTON
                                    CITIGROUP


                                   CO-MANAGERS


                         BANC OF AMERICA SECURITIES LLC
                                BARCLAYS CAPITAL
                            DEUTSCHE BANK SECURITIES
                                    JPMORGAN


================================================================================