Exhibit
33.1





Management’s
Assessment of Compliance with Applicable Servicing Criteria





1.
              American
      Honda Finance Corporation (“AHFC”) is responsible for assessing compliance
      with the servicing criteria applicable to it under paragraph (d) of Item
      1122 of Regulation AB, as of March 31, 2010, and for the year ended March
      31, 2010 (the “Reporting Period”), as set forth in Appendix A
      hereto.  The transactions covered by this report consist of all
      asset-backed securities transactions for which AHFC acted as servicer and
      administrator involving retail automobile receivables for new and used
      Honda and Acura vehicles, as well as lease finance receivables and retail
      automobile receivables serviced and held in portfolio by AHFC(the
      “Platform”).


2.
              AHFC
      has engaged certain vendors, which are not servicers as defined in Item
      1101(i) of Regulation AB, to perform specific, limited or scripted
      activities, and AHFC elects to take responsibility for assessing
      compliance with the servicing criteria or portion of the servicing
      criteria applicable to such Vendor’s activities as set forth in Appendix A
      hereto (the “Vendors”);


3.
              Except
      as set forth in paragraph 4 below, AHFC used the criteria set forth in
      paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
      the applicable servicing criteria;


4.
              The
      criteria listed in the column titled “Inapplicable Servicing Criteria” on
      Appendix A hereto are inapplicable to AHFC based on the activities it
      performs, directly or through its Vendors, with respect to the
      Platform;


5.
            AHFC
      has complied, in all material respects, with the applicable servicing
      criteria as of March 31, 2010 and for the Reporting Periodwith respect to
      the Platform taken as a whole;




6.
            AHFC
      has not identified and is not aware of any material instance of
      noncompliance by the Vendors with the applicable servicing criteria as of
      March 31, 2010 and for the Reporting Period with respect to the Platform
      taken as a whole;




7.
                AHFC
      has not identified any material deficiency in its policies and procedures
      to monitor the compliance by the Vendors with the applicable servicing
      criteria as of March 31, 2010 and for the Reporting Period with respect to
      the Platform taken as a whole;and8.
                KPMG
      LLP, an independent registered public accounting firm, has issued an
      attestation report
      on AHFC’s compliance with the applicable servicing criteria for the
      Reporting
      Period.




1


June
      28, 2010
                American
      Honda Finance CorporationBy:
              /s/ Paul
      C. HondaName:
              Paul
      C. HondaTitle:
              Assistant
      Vice President
                and
      Compliance Officer
                (senior
      officer in charge of the
                servicing
      function)






















Signature
page for Management’s Assessment of Compliance with Applicable Servicing
Criteria






2


APPENDIX
A


SERVICING
      CRITERIA
                                                                                                                                                                      APPLICABLE
                                                                                                                                                                        SERVICING
      CRITERIA
                                                                                                                                                                      INAPPLICABLE
                                                                                                                                                                        SERVICING
                                                                                                                                                                        CRITERIAReference
                                                                                                                                                                      Criteria
                                                                                                                                                                      Performed
                                                                                                                                                                        Directly
                                                                                                                                                                        by
                                                                                                                                                                        AHFC
                                                                                                                                                                      Performed
                                                                                                                                                                        by
                                                                                                                                                                        Vendor(s)
                                                                                                                                                                        for
      which
                                                                                                                                                                        AHFC
      is
                                                                                                                                                                        the
                                                                                                                                                                        Responsible
      Party
                                                                                                                                                                      Performed
      by subservicer(s)
                                                                                                                                                                        or
      vendor(s)
                                                                                                                                                                        for
      which
                                                                                                                                                                        AHFC
      is
                                                                                                                                                                        NOT
      the
                                                                                                                                                                        Responsible
                                                                                                                                                                        Party
                                                                                                                                                                      NOT
                                                                                                                                                                        performed
      by
                                                                                                                                                                        AHFC
      or by subservicer(s)
                                                                                                                                                                        or
      vendor(s)
                                                                                                                                                                        retained
      by
                                                                                                                                                                        AHFCGeneral
      Servicing Considerations1122(d)(1)(i)
                                                                                                                                                                      Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.
                                                                                                                                                                      X
                                                                                                                                                                      
                                                                                                                                                                      X
      (4)1122(d)(1)(ii)
                                                                                                                                                                      If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.
                                                                                                                                                                      X1122(d)(1)(iii)
                                                                                                                                                                      Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the pool assets are maintained.
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      X1122(d)(1)(iv)
                                                                                                                                                                      A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      XCash
      Collection and Administration1122(d)(2)(i)
                                                                                                                                                                      Payments
      on pool assets are deposited into the appropriate custodial bank accounts
      and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.
                                                                                                                                                                      X
      (1)
                                                                                                                                                                      X
      (1)1122(d)(2)(ii)
                                                                                                                                                                      Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.
                                                                                                                                                                      X
      (2)
                                                                                                                                                                      
                                                                                                                                                                      X
      (2)1122(d)(2)(iii)
                                                                                                                                                                      Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.
                                                                                                                                                                      X1122(d)(2)(iv)
                                                                                                                                                                      The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of overcollateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.
                                                                                                                                                                      X1122(d)(2)(v)
                                                                                                                                                                      Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements. For purposes of
      this criterion, “federally insured depository institution” with respect to
      a foreign financial institution means a foreign financial institution that
      meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
      Act.
                                                                                                                                                                      X1122(d)(2)(vi)
                                                                                                                                                                      Unissued
      checks are safeguarded so as to prevent unauthorized
    access.
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      X
  
 SERVICING
      CRITERIA
                                                                                                                                                                                                                                                                                                                                                            APPLICABLE
                                                                                                                                                                                                                                                                                                                                                              SERVICING
      CRITERIA
                                                                                                                                                                                                                                                                                                                                                            INAPPLICABLE
                                                                                                                                                                                                                                                                                                                                                              SERVICING
                                                                                                                                                                                                                                                                                                                                                              CRITERIAReference
                                                                                                                                                                                                                                                                                                                                                            Criteria
                                                                                                                                                                                                                                                                                                                                                            Performed
                                                                                                                                                                                                                                                                                                                                                              Directly
                                                                                                                                                                                                                                                                                                                                                              by
                                                                                                                                                                                                                                                                                                                                                              AHFC
                                                                                                                                                                                                                                                                                                                                                            Performed
                                                                                                                                                                                                                                                                                                                                                              by
                                                                                                                                                                                                                                                                                                                                                              Vendor(s)
                                                                                                                                                                                                                                                                                                                                                              for
      which
                                                                                                                                                                                                                                                                                                                                                              AHFC
      is
                                                                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                                                                              Responsible
      Party
                                                                                                                                                                                                                                                                                                                                                            Performed
      by subservicer(s)
                                                                                                                                                                                                                                                                                                                                                              or
      vendor(s)
                                                                                                                                                                                                                                                                                                                                                              for
      which
                                                                                                                                                                                                                                                                                                                                                              AHFC
      is
                                                                                                                                                                                                                                                                                                                                                              NOT
      the
                                                                                                                                                                                                                                                                                                                                                              Responsible
                                                                                                                                                                                                                                                                                                                                                              Party
                                                                                                                                                                                                                                                                                                                                                            NOT
                                                                                                                                                                                                                                                                                                                                                              performed
      by
                                                                                                                                                                                                                                                                                                                                                              AHFC
      or by subservicer(s)
                                                                                                                                                                                                                                                                                                                                                              or
      vendor(s)
                                                                                                                                                                                                                                                                                                                                                              retained
      by
                                                                                                                                                                                                                                                                                                                                                              AHFC1122(d)(2)(vii)
                                                                                                                                                                                                                                                                                                                                                            Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including custodial accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically accurate; (B)
      prepared within 30 calendar days after the bank statement cutoff date, or
      such other number of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person who prepared the
      reconciliation; and (D) contain explanations for reconciling items. These
      reconciling items are resolved within 90 calendar days of their original
      identification, or such other number of days specified in the transaction
      agreements.
                                                                                                                                                                                                                                                                                                                                                            XInvestor
      Remittances and Reporting1122(d)(3)(i)
                                                                                                                                                                                                                                                                                                                                                            Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements. Specifically, such reports (A) are prepared in
      accordance with timeframes and other terms set forth in the transaction
      agreements; (B) provide information calculated in accordance with the
      terms specified in the transaction agreements; (C) are filed with the
      Commission as required by its rules and regulations; and (D) agree with
      investors’ or the trustee’s records as to the total unpaid principal
      balance and number of pool assets serviced by the
Servicer.
                                                                                                                                                                                                                                                                                                                                                            X1122(d)(3)(ii)
                                                                                                                                                                                                                                                                                                                                                            Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.
                                                                                                                                                                                                                                                                                                                                                            X
      (3)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            X
      (3)1122(d)(3)(iii)
                                                                                                                                                                                                                                                                                                                                                            Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.
                                                                                                                                                                                                                                                                                                                                                            X
      (3)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            X
      (3)1122(d)(3)(iv)
                                                                                                                                                                                                                                                                                                                                                            Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.
                                                                                                                                                                                                                                                                                                                                                            X
      (3)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            X
      (3)Pool
      Asset Administration1122(d)(4)(i)
                                                                                                                                                                                                                                                                                                                                                            Collateral
      or security on pool assets is maintained as required by the transaction
      agreements or related mortgage loan documents.
                                                                                                                                                                                                                                                                                                                                                            X
      (4)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            X
      (4)1122(d)(4)(ii)
                                                                                                                                                                                                                                                                                                                                                            Pool
      asset and related documents are safeguarded as required by the transaction
      agreements
                                                                                                                                                                                                                                                                                                                                                            X
      (4)
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            X
      (4)1122(d)(4)(iii)
                                                                                                                                                                                                                                                                                                                                                            Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.
                                                                                                                                                                                                                                                                                                                                                            X1122(d)(4)(iv)
                                                                                                                                                                                                                                                                                                                                                            Payments
      on pool assets, including any payoffs, made in accordance with the related
      pool asset documents are posted to the Servicer’s obligor records
      maintained no more than two business days after receipt, or such other
      number of days specified in the transaction agreements, and allocated to
      principal, interest or other items (e.g., escrow) in accordance with the
      related pool asset documents.
                                                                                                                                                                                                                                                                                                                                                            X
      (1)
                                                                                                                                                                                                                                                                                                                                                            X
      (1)1122(d)(4)(v)
                                                                                                                                                                                                                                                                                                                                                            The
      Servicer’s records regarding the pool assets agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.
                                                                                                                                                                                                                                                                                                                                                            X
 SERVICING
      CRITERIA
                                                                                                                                                                                                                                                                                                                                                                                        APPLICABLE
                                                                                                                                                                                                                                                                                                                                                                                          SERVICING
      CRITERIA
                                                                                                                                                                                                                                                                                                                                                                                        INAPPLICABLE
                                                                                                                                                                                                                                                                                                                                                                                          SERVICING
                                                                                                                                                                                                                                                                                                                                                                                          CRITERIAReference
                                                                                                                                                                                                                                                                                                                                                                                        Criteria
                                                                                                                                                                                                                                                                                                                                                                                        Performed
                                                                                                                                                                                                                                                                                                                                                                                          Directly
                                                                                                                                                                                                                                                                                                                                                                                          by
                                                                                                                                                                                                                                                                                                                                                                                          AHFC
                                                                                                                                                                                                                                                                                                                                                                                        Performed
                                                                                                                                                                                                                                                                                                                                                                                          by
                                                                                                                                                                                                                                                                                                                                                                                          Vendor(s)
                                                                                                                                                                                                                                                                                                                                                                                          for
      which
                                                                                                                                                                                                                                                                                                                                                                                          AHFC
      is
                                                                                                                                                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                                                                                                                                                          Responsible
      Party
                                                                                                                                                                                                                                                                                                                                                                                        Performed
      by subservicer(s)
                                                                                                                                                                                                                                                                                                                                                                                          or
      vendor(s)
                                                                                                                                                                                                                                                                                                                                                                                          for
      which
                                                                                                                                                                                                                                                                                                                                                                                          AHFC
      is
                                                                                                                                                                                                                                                                                                                                                                                          NOT
      the
                                                                                                                                                                                                                                                                                                                                                                                          Responsible
                                                                                                                                                                                                                                                                                                                                                                                          Party
                                                                                                                                                                                                                                                                                                                                                                                        NOT
                                                                                                                                                                                                                                                                                                                                                                                          performed
      by
                                                                                                                                                                                                                                                                                                                                                                                          AHFC
      or by subservicer(s)
                                                                                                                                                                                                                                                                                                                                                                                          or
      vendor(s)
                                                                                                                                                                                                                                                                                                                                                                                          retained
      by
                                                                                                                                                                                                                                                                                                                                                                                          AHFC1122(d)(4)(vi)
                                                                                                                                                                                                                                                                                                                                                                                        Changes
      with respect to the terms or status of an obligor's pool assets (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(vii)
                                                                                                                                                                                                                                                                                                                                                                                        Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(viii)
                                                                                                                                                                                                                                                                                                                                                                                        Records
      documenting collection efforts are maintained during the period a pool
      asset is delinquent in accordance with the transaction agreements. Such
      records are maintained on at least a monthly basis, or such other period
      specified in the transaction agreements, and describe the entity’s
      activities in monitoring delinquent pool assets including, for example,
      phone calls, letters and payment rescheduling plans in cases where
      delinquency is deemed temporary (e.g., illness or
      unemployment).
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(ix)
                                                                                                                                                                                                                                                                                                                                                                                        Adjustments
      to interest rates or rates of return for pool assets with variable rates
      are computed based on the related pool asset documents.
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(x)
                                                                                                                                                                                                                                                                                                                                                                                        Regarding
      any funds held in trust for an obligor (such as escrow accounts): (A) such
      funds are analyzed, in accordance with the obligor’s [pool asset]
      documents, on at least an annual basis, or such other period specified in
      the transaction agreements; (B) interest on such funds is paid, or
      credited, to obligors in accordance with applicable pool asset documents
      and state laws; and (C) such funds are returned to the obligor within 30
      calendar days of full repayment of the related pool assets, or such other
      number of days specified in the transaction agreements.
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(xi)
                                                                                                                                                                                                                                                                                                                                                                                        Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the Servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(xii)
                                                                                                                                                                                                                                                                                                                                                                                        Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the Servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(xiii)
                                                                                                                                                                                                                                                                                                                                                                                        Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the Servicer, or such other number of days
      specified in the transaction agreements.
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(xiv)
                                                                                                                                                                                                                                                                                                                                                                                        Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.
                                                                                                                                                                                                                                                                                                                                                                                        X1122(d)(4)(xv)
                                                                                                                                                                                                                                                                                                                                                                                        Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.
                                                                                                                                                                                                                                                                                                                                                                                        X
 
 Footnote
1 – 1122(d)(2)(i) and 1122(d)(4)(iv) are performed directly by AHFC only as it
relates to the recording and application of borrower payments.  The
initial processing of cash receipts at the lockbox was performed by a vendor
that did not provide an Item 1122 attestation report and for which AHFC has
elected to take responsibility.
 
 Footnote
2 – AHFC’s responsibility relating to criteria 1122(d)(2)(ii) is limited to wire
disbursements to the Indenture Trustee (as defined in the transaction
agreements).  The Indenture Trustee has provided a separate Regulation
AB 1122(d) Management Assessment and related attestation report.
 
 Footnote
3 - AHFC's responsibility relating to criteria 1122(d)(3)(ii), 1122(d)(3)(iii),
and 1122(d)(3)(iv) is limited to amounts remitted to the Indenture Trustee (as
defined in the transaction agreements), rather than the investor, as set forth
in the transaction agreements.  The Indenture Trustee has provided a
separate Regulation AB 1122(d) Management Assessment and related attestation
report.
 
 Footnote
4 – AHFC has outsourced maintenance and safeguarding of the titling and
registering of vehicles through online services made available by the motor
vehicle administrations in various states to FDI Computer Consulting, Inc. (a
Vendor) for which AHFC elects not to take responsibility and which has provided
a separate Regulation AB 1122(d) Management Assessment and related attestation
report  AHFC is responsible for maintenance and safeguarding of all
other collateral and related documents.