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, 2008 and for the 12-month period ending March 31, 2008 (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 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, 2008 and for the Reporting Period with respect to the Platform taken as a whole, except as described on Appendix B hereto;


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, 2008 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, 2008 and for the Reporting Period with respect to the Platform taken as a whole; and


8.
        KPMG LLP, a registered public accounting firm, has issued an attestation report on AHFCs compliance with the applicable servicing criteria for the Reporting Period.




June 13, 2008American Honda Finance CorporationBy:
        /s/ Paul C. HondaName:
        Paul C. HondaTitle:
        Assistant Vice President, and Compliance Officer (senior officer in charge of the servicing function)






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APPENDIX A



SERVICING CRITERIA
        
        APPLICABLESERVICING CRITERIA
        
        INAPPLICABLESERVICINGCRITERIAReference
        
        Criteria
        
        PerformedDirectlybyAHFC
        
        PerformedbyVendor(s)for whichAHFC is theResponsibleParty
        
        Performed bysubservicer(s)or vendor(s)for whichAHFC isNOT theResponsibleParty
        
        NOTperformed byAHFC or bysubservicer(s)or vendor(s)retained byAHFCGeneral 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.
        
        X1122(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






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SERVICING CRITERIA
        
        APPLICABLESERVICING CRITERIA
        
        INAPPLICABLESERVICINGCRITERIAReference
        
        Criteria
        
        PerformedDirectlybyAHFC
        
        PerformedbyVendor(s)for whichAHFC is theResponsibleParty
        
        Performed bysubservicer(s)or vendor(s)for whichAHFC isNOT theResponsibleParty
        
        NOTperformed byAHFC or bysubservicer(s)or vendor(s)retained byAHFC1122(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






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SERVICING CRITERIA
        
        APPLICABLESERVICING CRITERIA
        
        INAPPLICABLESERVICINGCRITERIAReference
        
        Criteria
        
        PerformedDirectlybyAHFC
        
        PerformedbyVendor(s)for whichAHFC is theResponsibleParty
        
        Performed bysubservicer(s)or vendor(s)for whichAHFC isNOT theResponsibleParty
        
        NOTperformed byAHFC or bysubservicer(s)or vendor(s)retained byAHFC1122(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






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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 criterion 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, which has provided a separate Regulation AB 1122(d) Management Assessment and related attestation report and for which AHFC elects not to take responsibility. AHFC is responsible for maintenance and safeguarding of all other collateral and related documents.





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APPENDIX B

1.
        Material instances of noncompliance:


Item 1122 (d)(4)(viii) of Regulation AB requires that: [r]ecords 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).  AHFC, in certain cases during the first three quarters of the Reporting Period, did not follow up with borrowers in late stage delinquencies in accordance with its customary practices as required by the transaction documents.

2.
        Remediation Efforts


AHFC identified noncompliance with servicing criterion 1122(d)(4)(viii) during its internal testing over the first three quarters of fiscal year 2008. To remediate the noncompliance, the following steps have been taken:


        Regional training was conducted regarding mild and late stage collections follow up activities.



        As of September 7, 2007, the middle and late stage follow up check was added to the Regional Self Audit process.



        All Regional managers were trained on compliance with Regulation AB and the consequences of exceptions.



        Beginning in November 2007, a concerted effort was also undertaken to reevaluate and refresh our collection policies and efforts.



        Finally, an automated calling system to assist with early collections, which is expected to enable resources to focus on late collection efforts, was evaluated and developed for implementation. The calling system was launched on January 18, 2008 and was fully operational in all regions by February 13, 2008.






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