Fitch Expects to Rate Honda Auto Receivables 2005-2 Owner Trust 'F1+/AAA'

NEW YORK--April 19, 2005--Fitch Ratings expects to assign ratings to the receivables-backed class A notes issued by Honda Auto Receivables 2005-2 Owner Trust as listed below:

-- $242,000,000 3.182% class A-1 asset-backed notes, 'F1+';

-- $237,000,000 3.650% class A-2 asset-backed notes, 'AAA';

-- $322,000,000 3.930% class A-3 asset-backed notes, 'AAA';

-- $199,000,000 4.150% class A-4 asset-backed notes, 'AAA'.

The trust is also expected to issue $33.7 million in certificates that are retained by the seller and not rated. Fitch's preliminary ratings address the likelihood that the noteholders receive full payments of interest and principal in accordance with the terms of the transaction documents. The expected ratings on the class A notes are based on the high quality of the receivables originated and serviced by American Honda Finance Corporation (AHFC), the transaction's sound legal and cash flow structure, the yield supplement account (YSA), and the 3.75% initial credit enhancement provided by the subordinated certificates (3.25%) and a 0.50% reserve fund growing to a target level of 0.75% of the initial pool.

Principal and interest on the notes are distributed monthly, commencing on May 1, 20056, 2005, with subsequent payment dates on the 15th of each month. The securities are expected to bear fixed interest rates. Principal is distributed on a modified pro rata basis, with the class A-1 notes receiving all principal collections until paid in full. Once the class A-1 notes are retired, principal is distributed sequentially among the remaining class A notes, but pro rata with the certificates. The certificate interest and principal payments are subordinated to the note interest and principal payments, as well as payments to the reserve account.

The pool of receivables is made of 65,612 automobile loans and light-duty trucks originated by AHFC through its nationwide network of authorized Honda and Acura dealers, with a total principal balance of $1.03 billion. As in prior transactions, the 2005-2 pool contains a large concentration of new vehicles (85.73%), a majority of loans originated in California (20.52%), and a large concentration of certified-used vehicles as opposed to non-certified used (10.7% vs. 3.57%). While Honda's proprietary credit tier distribution and credit scores are weaker than those of 2005-1, they are comparable to those of the 2004-3 transaction.

Business and credit stress scenarios were applied to the collateral to insure that the structure can withstand stresses consistent with 'AAA' ratings. Under the available credit enhancement, the class A notes can sustain more than 5% net losses without incurring shortfall of principal or interest on the class A notes.

HMC, AHFC's parent company, is Japan's third largest car manufacturer, a leading maker of motorcycles, motor vehicles, and power equipment, and ranks among the world's top 10 manufacturers. Additionally, HMC enjoys an extremely competitive global position based on its capital and manufacturing efficiency and reputation for producing high quality products.