**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

 

**Washington,D.C. 20549**

 

**ANNUALREPORT**

 

**ON FORM10-K**

 

**Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

 

| For the fiscal  year ended **December 31, 2004** | * * | Commission file  numbers **033-72806, 333-** |
|--------------------------------------------------|----------|----------------------------------------------|
|                                             | * * | **74069,  333-45516**                        |

 

**YamahaMotor Receivables Corporation**

(Exact name ofregistrant as specified in its charter)

 

(Depositor withrespect to the Yamaha Motor Master Trust)

 

on behalf of

 

**YAMAHAMOTOR MASTER TRUST**

** **

| **Delaware**                                    | ** ** | **33-0592719**       |
|-------------------------------------------------|------------|----------------------|
| (State or other  jurisdiction of                | ** ** | (I.R.S. Employer     |
| incorporation or  organization)                 |       | Identification  No.) |
|                                            |       |                 |
|                                            |       |                 |
| **6555 Katella Avenue, Suite A****Cypress, CA** | ** ** | **90630**            |
| (Address of  principal executive offices)       | ** ** | (Zip Code)           |
|                                            |       |                 |
|                                                 |            |                      |  |  |

 

**(714)761-7500**

(Registrant’stelephone number, including area code)

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**

**None**

(Title of class)

 

**Securitiesregistered pursuant to Section 12(g) of the Act:**

**None**

(Title of class)

 

                Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days.    Yes   ý   No   o

 

                Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10K   ý

 

                Indicate by check mark whether the registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2).  Yes o  No ý

 

                Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.

 

                NOT APPLICABLE.

 

 

----

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

                NOTAPPLICABLE:  No annual report, proxy orinformation statement, or prospectus filed pursuant to Rule 424(b) or (c) underthe Securities Act of 1933, as amended (the “Securities Act”) is incorporatedby reference.

 

# **YAMAHA MOTOR RECEIVABLES CORPORATION**

**(Depositorwith respect to the Yamaha Motor Master Trust)**

**on behalfof  the Yamaha Motor Master Trust**

 

**TABLE OFCONTENTS**

 

 
| PART I:                                                                                                                                                                              |                                                                                       |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------|
| ITEM 1.                                                                                                                                                                              | Business                                                                                   | Page   |
| ITEM 2.                                                                                                                                                                              | Properties                                                                                 | Page   |
| ITEM 3.                                                                                                                                                                              | Legal Proceedings                                                                          | Page   |
| ITEM 4.                                                                                                                                                                              | Submission of Matters to a Vote of  Security Holders                                       | Page   |
| PART II:                                                                                                                                                                             |                                                                                       |   |
| ITEM 5.                                                                                                                                                                              | Market for Registrant’s Common Equity and  Related Stockholder Matters                | Page   |
| ITEM 6.                                                                                                                                                                              | Selected Financial Data                                                                    | Page   |
| ITEM 7.                                                                                                                                                                              | Management’s  Discussion and Analysis of Financial Condition and Results of Operation | Page   |
| ITEM 7A                                                                                                                                                                              | Quantitative and  Qualitative Disclosures About Market Risk                                | Page   |
| ITEM 8.                                                                                                                                                                              | Financial Statements and Supplementary  Data                                               | Page   |
| ITEM 9.                                                                                                                                                                              | Changes in and Disagreements with Accountants  on Accounting and Financial Disclosures     | Page   |
| ITEM 9A.                                                                                                                                                                             | Controls and  Procedures                                                                   | Page   |
| PART III:                                                                                                                                                                            |                                                                                       |   |
| ITEM 10.                                                                                                                                                                             | Directors and  Executive Officers of the Registrant                                        | Page   |
| ITEM 11.                                                                                                                                                                             | Executive  Compensation                                                                    | Page   |
| ITEM 12.                                                                                                                                                                             | Security Ownership  of Certain Beneficial Owners and Management                            | Page   |
| ITEM 13.                                                                                                                                                                             | Certain  Relationships and Related Transactions                                            | Page   |
| ITEM 14.                                                                                                                                                                             | Principal  Accounting Fees and Services                                                    | Page   |
| PART IV:                                                                                                                                                                             |                                                                                       |   |
| ITEM 15.                                                                                                                                                                                  | Exhibits,  Financial Statement Schedules, and Reports on Form 8-K                          | Page   |
| Signatures                                                                                                                                                                                |                                                                                       | Page   |
| Supplemental  Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the  Act by Registrants Which Have Not Registered Securities Pursuant to Section  12 of the Act | Page                                                                                       |
| Exhibit Index                                                                                                                                                                             |                                                                                       | Page   |

 

**PART I.**

 

 

**ITEM 1.****  BUSINESS.**

 

                The registrant is a wholly-owned subsidiary of YamahaMotor Corporation, U.S.A., a California corporation (“Yamaha”).  The registrant was organized for limitedpurposes, which include purchasing receivables from Yamaha and transferringsuch receivables to third parties and any activities incidental to andnecessary or convenient for the accomplishment of such purposes.

 

                In accordance with such business purposes, theregistrant formed Yamaha Motor Master Trust pursuant to a Master Pooling andServicing Agreement, originally dated as of March 1, 1994, which was amendedand restated by an Amended and Restated Master Pooling and Servicing Agreement,dated as of May 1, 1999, among the registrant, as transferor, Yamaha, asservicer, and The Fuji Bank and Trust Company, which has been succeeded byJPMorgan Chase Bank N.A. (successor to JPMorgan Chase Bank, a New York bankingcorporation formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”).  GE Commercial Distribution FinanceCorporation, a Delaware corporation (the “Subservicer”)*,*performs certain servicing obligations with respect to the receivables pursuantto a Servicing Agreement, dated as of March 1, 1994, as amended by the FirstAmendment to Servicing Agreement, dated as of May 1, 1999, between Yamaha andthe Subservicer and the Second Amendment to Servicing Agreement, dated as ofApril 1, 2004, between Yamaha and the Subservicer.  Since Yamaha and the Subservicer entered intothe Servicing Agreement in 1994, the Subservicer has changed its name severaltimes between 1994 and 2002.  Inaddition, on or about October 18, 2004, the Subservicer changed its state oforganization from Nevada to Delaware by merging into Transamerica CommercialFinance Corporation, a Delaware corporation, whose stock had been acquired bythe Subservicer’s parent company.  Thesurviving Delaware corporation changed its name to GE Distribution CommercialFinance Corporation.

 

2

----

 

                The trust’s assets include wholesale receivables (the“Receivables”) generated from time to time in a portfolio of revolvingfinancing arrangements and other inventory financing arrangements (the “Accounts”)with dealers in motorized products manufactured by Yamaha Motor Company, Ltd.,Yamaha Motor Manufacturing Corporation of America and Tennessee Watercraft,Inc.  The trust, in turn, from time totime offers certificates representing undivided interests in the assetscontained in the trust.

 

As of December 31, 2004,the trust had the following certificates outstanding that were registered toholders other than the registrant:

 

Variable Funding Series1998-1, Class A Asset-Backed Certificates aggregating $250,000,000 (of a possibleauthorized amount, as of December 31, 2004, of up to $250,000,000);

Floating Rate Series2000-1, Class A Asset-Backed Certificates aggregating $171,000,000; and

Floating Rate Series2000-1, Class B Asset-Backed Certificates aggregating $12,000,000.

 

 

                As of December 31, 2004, the trust had the followingcertificates outstanding that were registered in the name of the

registrant:

 

Variable Funding Series1998-1, Class B Asset-Backed Certificates aggregating $32,485,875.71 (of apossible authorized amount, as of December 31, 2004, of up to $32,485,875.71);

Floating Rate Series2000-1, Class C Asset-Backed Certificates aggregating $17,000,000; and

Exchangeable TransferorCertificate representing a beneficial interest in the trust not evidenced bythe other certificates.

 

 

                Three series of certificates issued by the registrantare no longer outstanding.  The firstsuch series was issued in 1994 and was registered pursuant to a registrationstatement which went effective on or about March 18, 1994 under File No.033-72806.  The second such series wasissued in 1995 and registered pursuant to a registration statement which wenteffective on or about October 20, 1995 under File No. 33-94784. The third suchseries was issued in 1999 and registered pursuant to a registration statementwhich went effective on or about May 14, 1999 under File No. 033-74069.

 

                The Series 1998-1 certificates described above wereprivately placed and as of December 31, 2004 had not been registered pursuantto the Securities Act.

 

 

                The Series 2000-1, Class A certificates and Series2000-1, Class B certificates described above were registered pursuant to theregistration statement which went effective November 21, 2000 under File No.333-45516.

 

 

**ITEM 2.****                  PROPERTIES.**

 

                The property of the trust consists solely of theReceivables and the Accounts, collections thereon, and any related securityinterests or credit enhancements.  Forinformation regarding property of the trust and payments on the certificates,see the following items:

 

(a)                                  Aggregate Servicer’s Report for theperiod from April 1, 2004 through December 31, 2004, filed as Exhibit 99.1 tothis annual report on Form 10-K;

 

(b)                                 Monthly Servicer’s Certificates preparedby Yamaha with respect to the Collection Periods during the period from April1, 2004 through December 31, 2004, which are incorporated by reference from theregistrant’s Current Reports on Form 8-K filed with the Commission on the datesspecified below under File No. 033-72806:

 

| **Collection  Period Ended** |   | **Filing  Date of Related Form 8-K** |
|------------------------------|--------|--------------------------------------|
| April 30, 2004               |   | May 15, 2004                         |
| May 31, 2004                 |   | June 16, 2004                        |
| June 30, 2004                |   | July 15, 2004                        |
| July 31, 2004                |   | August 15, 2004                      |
| August 31, 2004              |   | September 15, 2004                   |
| September 30, 2004           |   | October 15, 2004                     |
| October 31, 2004             |   | November 17, 2004                    |
| November 30, 2004            |   | December 15, 2004                    |
| December 31, 2004            |   | January 15, 2005                     |

 

3

----

 

(c)                                  Annual Servicer’s Certificate, withrespect to the servicer’s activities during the period from April 1, 2004through December 31, 2004, filed as Exhibit 99.2 to this annual report on Form10-K;

 

(d)                                 Report on Management's Assertion onCompliance with Specified Minimum Servicing Standards - Attestation onManagement’s Assertion About Compliance with the Servicing and AdministrationRequirements of the Amended and Restated Master Pooling and ServicingAgreement, during the period from April 1, 2004 through December 31, 2004,filed as Exhibit 99.3 to this annual report on Form 10-K;

 

(e)                                  Management’s Report on Yamaha MotorCorporation, U.S.A.’s Compliance with Specified Minimum Servicing Standardsduring the period from April 1, 2004 through December 31, 2004, filed asExhibit 99.4 to this annual report on Form 10-K;

 

(f)                                    Annual Subservicer’s Certificate, withrespect to the Subservicer’s activities during the period from April 1, 2004through  December 31, 2004, filed asExhibit 99.5 to this annual report on Form 10-K;

 

(g)                                 Independent Accountants’ Report —Attestation on Subservicer's Management’s Assertion About Compliance with theServicing Requirements of the Servicing Agreement, during the period from April1, 2004 through December 31, 2004, filed as Exhibit 99.6 to this annual reporton Form 10-K; and

 

(h)                                 Subserver’s Management’s Assertion AboutCompliance with the Servicing Requirements of the Servicing Agreement, duringthe period from April 1, 2004 through December 31, 2004, filed as Exhibit 99.7to this annual report on Form 10-K.

 

**ITEM 3****.   LEGALPROCEEDINGS.**

 

                The registrant knows of no material pending legalproceedings with respect to the registrant, the trust (including its corpus),or involving the trust, the Trustee (in connection with its duties with respectto the trust), Yamaha (in connection with its duties with respect to thetrust), or the Subservicer (in connection with its duties with respect to thetrust), other than ordinary routine litigation incidental to either theoperation of the trust or the duties of the Trustee, Yamaha, or the Subservicerwith respect to the trust.

 

**ITEM 4.****   SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS.**

 

                Onor about July 6, 2004, registrant amended the Variable Funding Series 1998-1Supplement to Amended and Restated Pooling and Servicing Agreement to changethe terms and conditions for increasing and decreasing the invested amount undersuch supplement.  In accordance with theVariable Funding Series 1998-1 transaction documents, the Variable FundingSeries 1998-1 Certificateholders were required to consent to such changes, anddid consent to such amendments.

 

**PART II**

 

** **

**ITEM 5.****   MARKET FORREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**

 

(a)                                  To the knowledge of the registrant, thereis no established public trading market for the certificates.

 

(b)                                 As of December 31, 2004:

 

(1)          the Series 1998-1, Class A certificate washeld in certificated form by one holder of record;

 

(2)          the Series 1998-1, Class B certificate washeld in certificated form by the registrant as the sole holder of record;

 

(3)          the Class A and Class B certificates ofSeries 2000-1 were held in book-entry form through the facilities of TheDepository Trust Company (“DTC”), a “clearing agency” registered pursuant tothe provisions of Section 17A of the Securities Exchange Act of 1934, asamended.  All outstanding definitiveClass A and Class B Certificates of Series 2000-1 are held by CEDE and Co., thenominee of DTC;

 

(4)          there was one holder of record (i.e.direct participants in the DTC system listed by DTC as holding positions insuch certificates) of the Series 2000-1, Class A certificates;

 

(5)          there was one holder of record (i.e.direct participants in the DTC system listed by DTC as holding positions insuch certificates) of the Series 2000-1, Class B certificates; and

(6)          the Class C certificate  for  Series 2000-1 was held in certificated form bythe registrant as the sole holder of record.

 

(c)                                  Since the trust pays no dividends withrespect to the certificates, the information required by Item 201(c) ofRegulation S-K regarding dividends is inapplicable to the trust.

 

4

----

 

**ITEM 6.****   SELECTEDFINANCIAL DATA.**

 

                NOT APPLICABLE.

 

**ITEM 7.   MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.**

 

                NOT APPLICABLE.

 

**ITEM 7A.  ****   QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**

 

                NOT APPLICABLE.

 

**ITEM 8.****   FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA.**

 

                NOT APPLICABLE.

 

**ITEM 9.****   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURES.**

 

                As previously disclosed in the Form 8-K filed onFebruary 8, 2005, under File No 033-72806 on February 10, 2005, as amended byForm 8-K/A filed on March 16, 2005, under File No. 033-72806 (i)PricewaterhouseCoopers (“PWC”) declined re-appointment as the registrant’sprincipal accountant for the performance of agreed upon procedures and relatedservicer reviews required under the Amended and Restated Pooling and ServicingAgreement, based on staffing considerations at PWC, and (ii) the registrantretained Ernst & Young LLP (“E&Y”), as its principal accountants, to performthe attestation on the management's assertion regarding compliance withspecified minimum servicing standards required under the Amended and RestatedPooling and Servicing Agreement.

 

**ITEM 9A.****   CONTROLS ANDPROCEDURE.**

 

                NOT APPLICABLE. Disclosure not required of an Asset-Backed Issuer, per Items 307 and 308of Regulation S-K.

 

 

**PART III**

 

 

**ITEM 10.****   DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT.**

 

                NOTAPPLICABLE.

 

**ITEM 11.****   EXECUTIVECOMPENSATION.**

 

                NOT APPLICABLE.

 

**ITEM 12.****   SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

 

                While some holders of record hold more than 5% of theinvested amount of the certificates of their class, the certificates do notconstitute “voting securities” within the meaning of Item 403 of RegulationS-K.  As a result, the informationrequested by Item 403(a) is inapplicable. Because the trust has no officers or directors and “control” within theusual meaning of Item 403 is not applicable with respect to the trust, theinformation requested by Items 403(b) and 403(c) is also inapplicable.

 

**ITEM 13.****   CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.**

 

                NOT APPLICABLE.

 

**ITEM 14.****   PRINCIPALACCOUNTING FEES AND SERVICES.**

 

                NOTAPPLICABLE.  The registrant is anAsset-Backed Issuer within the meaning of Rule 15d-14(g) under the SecuritiesExchange Act of 1934, as amended.

 

5

----

 

**PART IV.**

 

**ITEM 15.****   EXHIBITS,FINANCIAL STATEMENTS, SCHEDULES AND REPORT ON FORM 8-K.**

 

        (a)(1)  and (a)(2)            Financial Statements:

 

                NOT APPLICABLE.

 

        (a)(3)  Exhibits: Seesubparagraph (c) below.

 

(b)                                 Reportson Form 8-K.

 

The registrant has filedthe reports on Form 8-K for each month during the fiscal year ended December 31,2004, described under clause (b) in “Item 2 — Properties” of this annual reporton Form 10-K.  Such reports wereresponses to Item 5 of Form 8-K that provided a Monthly Servicer’s Certificateas an Exhibit to each such Form 8-K.  Theregistrant also filed a report on Form 8-K on February 10, 2005, under File No.033-72806 and a report on Form 8-K/A on March 16, 2005, under File No. 72806 inresponse to Item 5 of Form 8-K Dismissal of Servicer’s Principal Accountant forCertain Services and Servicer’s Engagement of New Principal Accountant.

 

(c)                                  Exhibits.

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2                   |       | Plan of Acquisition,  Reorganization, Arrangement, Liquidation or Succession: NOT APPLICABLE.                                                                                                                                                                                                  |
| 3.1                 |       | Second Amended and  Restated Certificate of Incorporation for Yamaha Motor Receivables  Corporation (Incorporated by Reference to Exhibit 5.1 of Form 8-K filed April  5, 2004, under File No. 033-72806).                                                                                     |
| 3.2                 |       | By-laws of Yamaha Motor  Receivables Corporation (Incorporated by Reference to Exhibit 3.2 of Form  10-K filed June 30, 2003, under File No. 033-72806).                                                                                                                                       |
| 4.1                 |       | Amended and Restated  Master Pooling and Servicing Agreement, dated as of May 1, 1999, among Yamaha  Motor Receivables Corporation, Yamaha Motor Corporation, U.S.A., and the  Trustee (Incorporated by Reference to Exhibit 4.1 of Amendment No. 1 to  Registration Statement No. 333-74069). |
| 4.2                 |       | First Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  November 19, 1999 (Incorporated by Reference to Exhibit 10.6 of Amendment No.  1 to Registration Statement No. 333-45516).                                                                   |
| 4.3                 |       | Second Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  April 1, 2004 (Incorporated by reference to** **Exhibit  5.2 of Form 8-K filed April 5, 2004, under File No. 033-72806).                                                               |
| 4.4                 |       | Series 2000-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of December 7, 2000 (Incorporated by Reference to Exhibit 4.2 of  Form 10-K filed June 30, 2003, under File No. 033-72806).                                                                |
| 4.5                 |       | Amendment No. 1 to  Series 2000-1 Supplement to Amended and Restated Pooling and Servicing Agreement,  dated as of April 1, 2004 (Incorporated by Reference to Exhibit 5.5 of Form  8-K filed April 5, 2004, under File No. 033-72806).                                                        |
| 9                   |       | Voting Trust Agreement:  NOT APPLICABLE.                                                                                                                                                                                                                                                       |
| 10.1                |       | Receivables Purchase  Agreement, dated as of March 1, 1994, between Yamaha Motor Corporation,  U.S.A. and Yamaha Motor Receivables Corporation (Incorporated by Reference to  Exhibit 10.1 of Form 10-K filed June 30, 2003, under File No. 033-72806).                                        |
| 10.2                |       | First Amendment to  Receivables Purchase Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.4 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                                          |
| 10.3                |       | Second Amendment to  Receivables Purchase Agreement, dated as of April 1, 2004 (Incorporated by  reference to** **Exhibit 5.3 of Form 8-K filed  April 5, 2004, under File No. 033-72806).                                                                                                |
| 10.4                |       | Servicing Agreement,  dated as of March 1, 1994, between Yamaha Motor Corporation, U.S.A. and the  Subservicer (Incorporated by Reference to Exhibit 10.2 of Form 10-K filed  June 30, 2003, under File No. 033-72806).                                                                        |
| 10.5                |       | First Amendment to  Servicing Agreement, dated as of May 1, 1999 (Incorporated by reference to** **Exhibit 10.7 of Amendment No. 1 to Registration Statement  No. 333-45516).                                                                                                             |
| 10.6                |       | Second Amendment to  Servicing Agreement, dated as of April 1, 2004 (Incorporated by reference to** **Exhibit 5.4 of Form 8-K filed April 5, 2004, under File  No. 033-72806).                                                                                                            |
| 10.7                |       | Receivables Sale  Agreement, dated as of March 1, 1994 (Incorporated by reference to Exhibit  10.3 of Amendment No. 1 to Registration Statement No. 333-74069).                                                                                                                                |
| 10.8                |       | First Amendment to  Receivables Sale Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.5 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                                              |
| 11                  |       | Computation of Per  Share Earnings: NOT APPLICABLE.                                                                                                                                                                                                                                            |
| 12                  |       | Statements re  Computation of Ratios: NOT APPLICABLE.                                                                                                                                                                                                                                          |
| 13                  |       | Annual Report to  Security Holders, Form 10-Q or Quarterly Report to Security Holders: NOT  APPLICABLE.                                                                                                                                                                                        |
| 16                  |       | Letter re Change in  Certifying Accountant: (Incorporated by reference to Exhibit 16.1 of Form 8-K/A  filed under File No. 033-72806).                                                                                                                                                         |
| 18                  |       | Letter re Change in  Accounting Principles: NOT APPLICABLE.                                                                                                                                                                                                                                    |
| 21                  |       | Subsidiaries of the  Registrant: NOT APPLICABLE.                                                                                                                                                                                                                                               |
| 22                  |       | Published Report  Regarding Matters Submitted to Securityholders: NOT APPLICABLE.                                                                                                                                                                                                              |
| 23                  |       | Consents of Experts and  Counsel: NOT APPLICABLE.                                                                                                                                                                                                                                              |

 

 

 

6

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| 24   |   | Power of Attorney: NOT  APPLICABLE.                                                                                                            |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
| 31   |   | Rule  13a-14(d)/15d-14(d) Certification.                                                                                                       |
| 99.1 |   | Aggregate Servicer’s  Report for the period from April 1, 2004 through December 31, 2004.                                                 |
| 99.2 |   | Annual Servicer’s  Certificate.                                                                                                           |
| 99.3 |   | Report on Management's  Assertion on Compliance with Specified Minimum Servicing Standards — Attestation  on Management’s Assertion. |
| 99.4 |   | Management’s Assertion  (Servicer).                                                                                                       |
| 99.5 |   | Annual Subservicer’s  Certificate.                                                                                                        |
| 99.6 |   | Independent Accountants’  Report - Attestation on Subservicer's Management’s Assertion.                                              |
| 99.7 |   | Management's Assertion  (Subservicer).                                                                                                         |

 

 

(d)                                 Financial Statement Schedules:

 

                NOT APPLICABLE.

 

 

**SIGNATURES**

 

                Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

 
| YAMAHA MOTOR  RECEIVABLES  CORPORATION (Depositor with respect to the  Yamaha Motor Master Trust) on behalf of the  Yamaha Motor Master Trust |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                          |
|                                                                                                                                          |
|                                                                                                                                          | By: | /s/ Russell D. Jura |
|                                                                                                                                          |   | Russell D. Jura  Assistant Secretary |

 

 

Date: March 31, 2005

 

7

----

 

 

 

# **SupplementalInformation to be Furnished With Reports Filed**

**Pursuantto Section 15(d) of the Exchange Act by Registrants Which Have Not Registered**

# **Securities Pursuant to Section 12 of the Exchange Act**

 

                NOTAPPLICABLE.

 

EXHIBIT INDEX

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2                   |       | Plan of Acquisition,  Reorganization, Arrangement, Liquidation or Succession: NOT APPLICABLE.                                                                                                                                                                                                  |
| 3.1                 |       | Second Amended and  Restated Certificate of Incorporation for Yamaha Motor Receivables  Corporation (Incorporated by Reference to Exhibit 5.1 of Form 8-K filed April  5, 2004, under File No. 033-72806).                                                                                     |
| 3.2                 |       | By-laws of Yamaha Motor  Receivables Corporation (Incorporated by Reference to Exhibit 3.2 of Form  10-K filed June 30, 2003, under File No. 033-72806).                                                                                                                                       |
| 4.1                 |       | Amended and Restated  Master Pooling and Servicing Agreement, dated as of May 1, 1999, among Yamaha  Motor Receivables Corporation, Yamaha Motor Corporation, U.S.A., and the  Trustee (Incorporated by Reference to Exhibit 4.1 of Amendment No. 1 to  Registration Statement No. 333-74069). |
| 4.2                 |       | First Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  November 19, 1999 (Incorporated by Reference to Exhibit 10.6 of Amendment No.  1 to Registration Statement No. 333-45516).                                                                   |
| 4.3                 |       | Second Amendment to the  Amended and Restated Master Pooling and Servicing Agreement, dated as of  April 1, 2004 (Incorporated by reference to** **Exhibit  5.2 of Form 8-K filed April 5, 2004, under File No. 033-72806).                                                               |
| 4.4                 |       | Series 2000-1  Supplement to Amended and Restated Master Pooling and Servicing Agreement,  dated as of December 7, 2000 (Incorporated by Reference to Exhibit 4.2 of  Form 10-K filed June 30, 2003, under File No. 033-72806).                                                                |
| 4.5                 |       | Amendment No. 1 to  Series 2000-1 Supplement to Amended and Restated Pooling and Servicing  Agreement, dated as of April 1, 2004 (Incorporated by Reference to Exhibit  5.5 of Form 8-K filed April 5, 2004, under File No. 033-72806).                                                        |
| 9                   |       | Voting Trust Agreement:  NOT APPLICABLE.                                                                                                                                                                                                                                                       |
| 10.1                |       | Receivables Purchase  Agreement, dated as of March 1, 1994, between Yamaha Motor Corporation,  U.S.A. and Yamaha Motor Receivables Corporation (Incorporated by Reference to  Exhibit 10.1 of Form 10-K filed June 30, 2003, under File No. 033-72806).                                        |
| 10.2                |       | First Amendment to  Receivables Purchase Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.4 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                                          |
| 10.3                |       | Second Amendment to  Receivables Purchase Agreement, dated as of April 1, 2004 (Incorporated by  reference to** **Exhibit 5.3 of Form 8-K filed  April 5, 2004, under File No. 033-72806).                                                                                                |
| 10.4                |       | Servicing Agreement,  dated as of March 1, 1994, between Yamaha Motor Corporation, U.S.A. and the  Subservicer (Incorporated by Reference to Exhibit 10.2 of Form 10-K filed  June 30, 2003, under File No. 033-72806).                                                                        |
| 10.5                |       | First Amendment to  Servicing Agreement, dated as of May 1, 1999 (Incorporated by reference to** **Exhibit 10.7 of Amendment No. 1 to Registration Statement  No. 333-45516).                                                                                                             |
| 10.6                |       | Second Amendment to  Servicing Agreement, dated as of April 1, 2004 (Incorporated by reference to** **Exhibit 5.4 of Form 8-K filed April 5, 2004, under File  No. 033-72806).                                                                                                            |
| 10.7                |       | Receivables Sale  Agreement, dated as of March 1, 1994 (Incorporated by reference to Exhibit  10.3 of Amendment No. 1 to Registration Statement No. 333-74069).                                                                                                                                |
| 10.8                |       | First Amendment to  Receivables Sale Agreement, dated as of May 1, 1999 (Incorporated by  reference to Exhibit 10.5 of Amendment No. 1 to Registration Statement No.  333-45516).                                                                                                              |
| 11                  |       | Computation of Per  Share Earnings: NOT APPLICABLE.                                                                                                                                                                                                                                            |
| 12                  |       | Statements re  Computation of Ratios: NOT APPLICABLE.                                                                                                                                                                                                                                          |
| 13                  |       | Annual Report to  Security Holders, Form 10-Q or Quarterly Report to Security Holders: NOT  APPLICABLE.                                                                                                                                                                                        |
| 16                  |       | Letter re Change in  Certifying Accountant: (Incorporated by reference to Exhibit 16.1 of Form  8-K/A filed under File No. 033-72806).                                                                                                                                                         |
| 18                  |       | Letter re Change in  Accounting Principles: NOT APPLICABLE.                                                                                                                                                                                                                                    |
| 21                  |       | Subsidiaries of the  Registrant: NOT APPLICABLE.                                                                                                                                                                                                                                               |
| 22                  |       | Published Report  Regarding Matters Submitted to Securityholders: NOT APPLICABLE.                                                                                                                                                                                                              |
| 23                  |       | Consents of Experts and  Counsel: NOT APPLICABLE.                                                                                                                                                                                                                                              |
| 24                  |       | Power of Attorney: NOT  APPLICABLE.                                                                                                                                                                                                                                                            |
| 31                  |       | Rule  13a-14(d)/15d-14(d) Certification.                                                                                                                                                                                                                                                       |
| 99.1                |       | Aggregate Servicer’s  Report for the period from April 1, 2004 through December 31, 2004.                                                                                                                                                                                                 |
| 99.2                |       | Annual Servicer’s  Certificate.                                                                                                                                                                                                                                                           |
| 99.3                |       | Report on Management's  Assertion on Compliance with Specified Minimum Servicing Standards — Attestation  on Management’s Assertion.                                                                                                                                                 |
| 99.4                |       | Management’s Assertion  (Servicer).                                                                                                                                                                                                                                                       |
| 99.5                |       | Annual Subservicer’s  Certificate.                                                                                                                                                                                                                                                        |
| 99.6                |       | Independent Accountants’  Report - Attestation on Subservicer's Management’s Assertion.                                                                                                                                                                                              |
| 99.7                |       | Management's Assertion  (Subservicer).                                                                                                                                                                                                                                                         |

 

8

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