Exhibit
34.1




Report
of Independent Registered Public Accounting Firm




The Board
of Directors




American
Honda Finance Corporation:




We have
examined management’s assessment, included in the accompanying Management’s
Assessment of Compliance with Applicable Servicing Criteria, that American Honda
Finance Corporation (the
Company) complied with the servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission’s (the SEC’s) Regulation AB for asset-backed
securities transactions for which the Company
acted as a servicer and administrator, as well as lease finance receivable and
retail automobile receivables serviced by and held in the portfolio by the
Company (the Platform), except for servicing criteria 1122(d)(1)(iii),
1122(d)(1)(iv), 1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the year ended March 31, 2010. With respect to servicing criteria
1122(d)(2)(ii), the activities the Company performs are limited to disbursements
made via wire transfer to the Indenture Trustee (as defined in the transaction
agreements). With respect to servicing criteria 1122(d)(3)(ii), 1122(d)(3)(iii),
and 1122(d)(3)(iv), the activities the Company performs are limited to amounts
remitted to the Indenture Trustee (as defined in the transaction agreements).
Management is responsible for the Company’s compliance with the servicing
criteria. Our responsibility is to express an opinion on management’s assessment
about the Company’s compliance based on our examination.




Our
examination was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company’s compliance with the servicing
criteria specified above and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing selected
asset-backed transactions and securities that comprise the Platform, testing
selected servicing activities related to the Platform, and determining whether
the Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company’s compliance
with the servicing criteria.




As
described in Management’s Assessment of Compliance with Applicable Servicing
Criteria, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv), the Company
has engaged a vendor to perform the activities required by these servicing
criteria. The Company has determined that this vendor is not considered a
“servicer” as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criteria applicable to the vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publically Available Telephone
Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06,
the Company has asserted that it has policies and procedures in place designed
to provide reasonable assurance that the vendor’s activities comply in all
material respects with the servicing criteria applicable to the vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendor and related criteria as described
in its assertion, and we performed no procedures with respect to the Company’s
eligibility to apply Interpretation 17.06.









In our
opinion, management’s assessment that the Company complied with the
aforementioned servicing criteria including the servicing criteria 1122(d)(2)(i)
and 1122(d)(4)(iv) for which compliance is determined based on Interpretation
17.06 as described above, as of and for the year ended March 31, 2010 is fairly
stated, in all material respects.




(Signed)
KPMG LLP




Los
Angeles, California




June 28,
2010