**Exhibit99.2**

** **

ANNUAL SERVICER’SCERTIFICATE

YAMAHA MOTOR CORPORATION,U.S.A.

 

YAMAHA MOTOR MASTER TRUST

 

The undersigned, duly authorized representative ofYamaha Motor Corporation, U.S.A. (“*Yamaha*”), as Servicer pursuant to theAmended and Restated Master Pooling and Servicing Agreement, dated as of May 1,1999 (as amended, the “*Pooling and Servicing Agreement*”), by andamong Yamaha, as Servicer, Yamaha Motor Receivables Corporation, as Transferor(the “*Transferor*”)and JPMorgan Chase Bank formerly known as The Chase Manhattan Bank (successorto The Fuji Bank and Trust Company), as trustee (in such capacity the “*Trustee*”),does hereby certify after reasonable investigation that:

 

1.             Yamaha is, as of the date hereof,the Servicer under the Pooling and Servicing Agreement.  Yamaha’s fiscal year ends on March 31, 2004of each year.  Capitalized terms used inthis Certificate have their respective meanings set forth in the Pooling andServicing Agreement.

 

2.             Theundersigned is duly authorized pursuant to the Pooling and Servicing Agreementto execute and deliver this certificate to the Trustee.

 

3.             Thiscertificate is delivered pursuant to Section 3.5 of the Pooling and ServicingAgreement.

 

4.             Areview of the activities of the Servicer during the annual period ended March31, 2004 and of its performance under the Pooling and Servicing Agreement wasconducted under my supervision.

 

5.             Basedon such review, the Servicer has, to the best of my knowledge, fully performedall its obligations under the Pooling and Servicing Agreement throughout suchannual period and no event which, with the giving of notice or passage of timeor both, would constitute a Servicer Default has occurred. We do note that, dueto a calculation error the Monthly Servicing Fee allocable to the 1998-1 Serieswas underpaid (and distributions to the Transferor were overpaid in anequivalent amount) in fiscal year ended March 31, 2004 in the aggregate by$173,356.81.  Such underpayment will bere-paid to the Servicer on the June 15, 2004 payment date.  Neither the underpayment of the monthlyservicing fee nor the correction result in any change to present or futureamounts owed or owing to Certificateholders other than the registrant and isnot expected to have a material effect on any party to the transaction.

 

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6.             The following is a description ofeach Servicer Default in the performance of the Servicer’s obligations or EarlyAmortization Event under the provisions of the Pooling and Servicing Agreementknown to me to have occurred during the annual period ended March 31, 2004,which sets forth in detail the (i) nature of each such Servicer Default orEarly Amortization Event, (ii) the action taken by the Servicer, if any, toremedy each such Servicer Default or Early Amortization Event and (iii) thecurrent status of each such default:** **NONE

 

IN WITNESS WHEREOF, the undersigned has duly executedthis Certificate this May 30, 2004.

 

 
|   | YAMAHA MOTOR  CORPORATION, U.S.A.,  as Servicer |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |     /s/ RUSSELL D. JURA |   |
|   | Name:                                           | Russell D. Jura |
|   | Title:                                          | Senior Vice President |
|        |                                                 |  |  |  |

 

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