Exhibit 4.2

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SERIES 2000-1 SUPPLEMENT
  
Dated as of December 7, 2000toAMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
   
Dated as of May 1, 1999by and amongYAMAHA MOTOR RECEIVABLES CORPORATION,
as Transferor,
  
YAMAHA MOTOR CORPORATION, U.S.A.,
as Servicer,andTHE CHASE MANHATTAN BANK,

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as Trustee on behalf of
the Certificateholders

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YAMAHA MOTOR MASTER TRUST
  
SERIES 2000-1

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TABLE OF CONTENTS

|SECTION     |  |                                                                           |  | PAGE
|----------- |  | ------------------------------------------------------------------------- |  | ----
|SECTION 1.  |  | Designation                                                               |  | 1   
|SECTION 2.  |  | Definitions                                                               |  | 1   
|SECTION 3.  |  | Minimum Transferor Percentage and Minimum Trust Principal Component, Etc. |  | 7   
|SECTION 4.  |  | Reassignment and Transfer Terms                                           |  | 7   
|SECTION 5.  |  | Delivery and Payment for the Certificates                                 |  | 7   
|SECTION 6.  |  | Form of Delivery of the Series 2000-1 Certificates                        |  | 7   
|SECTION 7.  |  | Transfer of Class C Certificates.                                         |  | 7   
|SECTION 8.  |  | Tax Treatment                                                             |  | 8   
|SECTION 9.  |  | Article IV of Agreement                                                   |  | 9   
|SECTION 10. |  | Article V of Agreement                                                    |  | 22  
|SECTION 11. |  | Early Amortization Events                                                 |  | 23  
|SECTION 12. |  | Series-Specific Transferor Covenants                                      |  | 24  
|SECTION 13. |  | Ratification of Master Pooling and Servicing Agreement                    |  | 24  
|SECTION 14. |  | Counterparts                                                              |  | 25  
|SECTION 15. |  | Governing Law                                                             |  | 25  

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SERIES 2000-1 SUPPLEMENT, dated as of December 7, 2000 (as amended, supplemented or otherwise modified and in effect from time to time, this
"Series Supplement"), among YAMAHA MOTOR RECEIVABLES CORPORATION, a corporation organized and existing under the laws of the state of Delaware, as
Transferor, YAMAHA MOTOR CORPORATION, U.S.A., a corporation organized and existing under the laws of the state of California, as Servicer, and THE CHASE MANHATTAN BANK, a New York banking corporation,
as successor trustee to The Fuji Bank and Trust Company (together with its successors in trust thereunder as provided in the Agreement referred to below, the
"Trustee"), as Trustee under the Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1999 (as amended, supplemented
or otherwise modified and in effect from time to time, the "Agreement").

PRELIMINARY STATEMENTS

Section 6.9 of the Agreement provides, among other things, that the Transferor and the Trustee may, at any time and from time to time, enter into one or
more supplements to the Agreement for the purpose of authorizing the issuance by the Trustee to the Transferor, for execution and redelivery to the Trustee for authentication, one or more Series of
certificates. The Transferor and the Servicer each hereby enter into this Series 2000-1 Supplement with the Trustee as required by Section 6.9(c) of the Agreement to provide
for the issuance, authentication and delivery of the Floating Rate Series 2000-1, Class A Asset-Backed Certificates, the Floating Rate Series 2000-1,
Class B Asset-Backed Certificates and the Floating Rate Series 2000-1, Class C Asset-Backed Certificates. In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern.

All
capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. All Article or Section references herein shall mean Articles or
Sections of the Agreement, except as the context may require or as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in
the Agreement, each capitalized term used or defined herein shall relate only to the particular Series 2000-1 Certificates and to no other Series of certificates issued by the
Trust.

SECTION
1.Designation.The Investor Certificates issued pursuant to this Supplement shall be designated
generally as the "Series 2000-1 Certificates".

SECTION
2.Definitions.The following words and phrases shall have the following meanings with respect to the
Series 2000-1 Certificates, and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine
and neuter genders of such terms:



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"Yield Factor" shall mean, initially, 1.5%, and shall increase to 1.75% during any Accumulation Period; provided, that the Yield Factor shall increase to 2% with respect
to the Series 1999-1 and Series 2000-1
Certificates during any Collection Period for which one-month LIBOR (as calculated by the Trustee on the preceding LIBOR Determination Date pursuant to Section 4.5(d)) exceeds 15%
per annum;provided further, that if one-month LIBOR (as calculated by the Trustee on any subsequent

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LIBOR
Determination Date pursuant to Section 4.5(d)) decreases thereafter to a rate equal to or less than 15% per annum, the Yield Factor shall be reduced from 2% to 1.5% or 1.75%, as
applicable. The first and second provisos above shall not be applicable at any time when the Yield Factor is used with respect to the calculation of (i) the Trust Principal Component or
(ii) the aggregate amount of Defaulted Receivables.

SECTION 3.Minimum Transferor Percentage and Minimum Trust Principal Component, Etc.The Minimum
Transferor Percentage applicable to the Series 2000-1 Certificates shall be 10%. The Minimum Trust Principal Component with respect to the Series 2000-1
Certificates shall be $200,000,000. The Servicer shall, pursuant to Section 3.4(a) of the Agreement, deliver an Officer's Certificate setting forth each of the following as of the end of the
day on December 1, 2000: the Trust Principal Component, the Transferor Interest and the Invested Amount for each outstanding Series.

SECTION 4.Reassignment and Transfer Terms.



SECTION 5.Delivery and Payment for the Certificates.The Trustee shall authenticate and deliver the
Series 2000-1 Certificates in accordance with Section 6.2 of the Agreement. The Class C Certificates shall be issued in minimum denominations of $1,000 and integral
multiples thereof;provided, however, that one Class C Certificate may be issued in a denomination that includes any remaining portion of the
Class C Initial Invested Amount.

SECTION 6.Form of Delivery of the Series 2000-1 Certificates.The Offered
Certificates shall be delivered as provided in Section 6.10 of the Agreement and the Class C Certificates shall be delivered in definitive form.

SECTION 7.Transfer of Class C Certificates.



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Notwithstanding
anything to the contrary contained herein, in no event shall a Class C Certificate or any interest therein be sold, transferred, assigned, exchanged, pledged,
hypothecated, participated or otherwise conveyed, or a security interest granted therein, unless the Transferor shall have consented to such transfer. The Class C Certificates shall at all
times bear a legend substantially to the effect set forth in the preceding sentence.

SECTION 8.Tax Treatment.It is the intention of the Transferor and the Investor Certificateholders that
the Class C Certificates (upon transfer to an entity other than the Transferor) be characterized as either indebtedness of the Transferor or an interest in a partnership for Federal, state and
local income and franchise tax purposes and for purposes of any other tax imposed on or measured by income. The Transferor and each Class C Certificateholder by acceptance of its Class C
Certificates agree to treat the Class C Certificates for purposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as such indebtedness
or such an interest and to report the transactions contemplated by this Series Supplement on all applicable tax returns in a manner consistent with such treatment.

To
the extent that any Class of Investor Certificates is determined to represent interests in a partnership for federal income tax purposes, it is the intention of the Transferor and the
Investor Certificateholders that (i) the holder of the Exchangeable Transferor Certificate be designated as the tax matters partner for such partnership and (ii) such partnership
interest represent an interest limited to a capital interest equal to the aggregate principal balance of such Class of Investor Certificates and a share of partnership profits equal to a yield equal
to the Certificate Rate on such capital.

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SECTION 9.Article IV of the Agreement.Sections 4.1 and 4.2 of the Agreement shall read in
their entirety, as provided in the Agreement. Article IV of the Agreement (except for Sections 4.1 and 4.2) shall read in its entirety as follows and shall be applicable to the Certificates:

ARTICLE IV

RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.3.Rights of Certificateholders.The Class A Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the extent necessary to make the required payments with respect to such Class A Certificates at the times and in the amounts
specified in this Agreement, (a) the Invested Percentage (as applicable from time to time) of Collections received with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Special Funding Account and the Principal Funding Account. The Class B Certificates shall represent undivided interests in the Trust, consisting of the right to receive,
to the extent necessary to make required payments with respect to such Class B Certificates at the times and in the amounts specified in this Agreement (after application of payments in
accordance with the first sentence of this Section 4.3), (x) the Invested Percentage (as applicable from time to time) of Collections received with respect to the Receivables and
(y) funds on deposit in the Collection Account, the Special Funding Account and the Principal Funding Account. The Class C Certificates shall represent undivided interests in the Trust,
consisting of the right to receive, to the extent necessary to make required payments with respect to such Class C Certificates at the times and in the amounts specified in this Agreement
(after application of payments in accordance with the first and second sentences of this Section 4.3), (x) the Invested Percentage (as applicable from time to time) of Collections
received with respect to the Receivables and (y) funds on deposit in the Collection Account, the Special Funding Account and the Principal Funding Account. (The undivided interests in the Trust
referred to in the three immediately preceding sentences are collectively referred to for the Series 2000-1 Certificates as the "Certificateholders'
Interest".) The Exchangeable Transferor Certificate shall not represent any interest in the Collection Account, the Special Funding Account or the Principal Funding Account,
except as specifically provided in this Article IV.

SECTION
4.4.Collections and Allocations.



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SECTION
4.5.Determination of Monthly Interest for the Certificates.



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SECTION
4.6.Determination of Monthly Principal for the Certificates.



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SECTION
4.7.Establishment and Maintenance of Servicer Cash Collateral Account.



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In
the event that one-month LIBOR (as calculated by the Trustee pursuant to Section 4.5(d)) shall be equal to or less than 15% per annum on any Determination Date
after the Servicer Cash Collateral Account has been terminated, the Servicer may, but need not, reestablish and maintain the Servicer Cash Collateral Account in accordance with Section 4.7(a).
If the Servicer elects to reestablish and maintain the Servicer Cash Collateral Account, the Servicer shall deposit an amount
equal to the Initial Servicer Cash Collateral Deposit into the Servicer Cash Collateral Account. Once such deposit has been made, the Servicer shall no longer be required to deposit Collections into
the Collection Account on a daily basis and the Servicer may, but need not, deposit such Collections on a less frequent basis in accordance with Section 4.1(g).

SECTION 4.8.Establishment of the Principal Funding Account for the Certificates.



SECTION 4.9.Application of Funds on Deposit in the Collection Account for the Certificates.On each
Transfer Date, the Servicer shall instruct the Trustee in writing to apply, and on the immediately succeeding Distribution Date the Trustee, acting in accordance with such instructions, shall apply,
for the Collection Period immediately preceding such Distribution Date, from amounts on deposit in the Collection Account (A) an amount equal to the Floating Allocation Percentage of Yield
Collections

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plusan amount equal to the Transferor Percentage of Principal Collections equal to the Available Subordinated Amount, if any, allocable to the Certificates pursuant to
Section 4.13plusany net investment income with respect to the Principal Funding Accountplusthe Floating Allocation Percentage of net investment
income on the Collection Account (to the extent provided in Section 4.1(b) of the Agreement) plusthe Floating Allocation Percentage of net investment income on the Special Funding Account to the
extent provided in Section 4.2(c) of the
Agreement (collectively, the "Available Yield Funds") all in the manner set forth in Sections 4.9(a) through 4.9(i) below and (B) an
amount equal to the sum of the remaining funds on deposit in the Collection Account with respect to such Distribution Date including any Available Yield Funds remaining after the application described
in Sections (a) through (j) below, the Fixed Allocation Percentage of Principal Collections, Excess Principal Collections, if any, from other Series allocable to the
Series 2000-1 Certificates pursuant to Section 4.12 and the Transferor Percentage of Principal Collections allocable to the Series 2000-1 Certificates
pursuant to Section 4.13 (collectively the "Available Principal Funds") in the manner set forth in Section 4.9(j) of this Agreement.



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SECTION 4.10.Distributions to Certificateholders.



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SECTION
4.11.Investor Charge-Offs.If, on any Distribution Date, the Available Yield Funds on
deposit in the Collection Account remaining after the withdrawals and retention required pursuant to Sections 4.9(a), (b), (c), (d), (e), (f) and (g) is less than the Investor Default
Amount for such Distribution Date, the Class C Invested Amount will be reduced by the amount by which such Investor Default Amount exceeds such remaining Available Yield Funds (a
"Class C Investor Charge-Off").



SECTION 4.12.Excess Principal Collections.Excess Principal Collections allocated to the
Series 2000-1 Certificates for any Distribution Date pursuant to Section 4.1(f)(a), and available for

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distribution
to the Certificateholders pursuant to Section 4.9(j)(B), shall mean an amount equal to the product of (x) Excess Principal Collections for all series for such Distribution
Date and (y) a fraction, the numerator of which is the Series 2000-1 Principal Shortfall for such Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all series for such Distribution Date. For any Distribution Date during the Revolving Period, Excess Principal Collections from another series allocated to the
Series 2000-1 Certificates shall be zero.

SECTION
4.13.Transferor Percentage of Principal Collections.For any Distribution Date during any Accumulation
Period or Early Amortization Period, the Transferor Percentage of Principal Collections allocated to the Series 2000-1 Certificates, and available for distribution to
Certificateholders pursuant to Section 4.9(j)(B), shall mean an amount equal to the product of (x) the Transferor Percentage of Principal Collections for all series for such Distribution
Date (after giving effect to Section 4.14) and (y) a fraction, the numerator of which is the Series 2000-1 Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all Series for such Distribution Date. Except as provided in Section 4.14, for any Distribution Date with respect to the
Revolving Period, the Transferor Percentage of Principal Collections allocated to the Series 2000-1 Certificates shall be zero.

SECTION
4.14.Subordination of Transferor Interest In Certain Circumstances.(a) In the event that, on
any Determination Date, a Transferor Subordination Event (as defined below) shall have occurred and be continuing, then the Transferor's right to the Transferor Percentage of Principal Collections
received during the related Collection Period shall be subordinated to the extent of the applicable Available Subordinated Amount. The amount of the Transferor Percentage of Principal Collections
equal to the Available Subordinated Amount allocable to the Series 2000-1 Certificates and the certificates of any other Series shall be included in Available Yield Funds and
applied as such pursuant to Section 4.9(a)-(i) and the remaining amount of the Transferor Percentage of Principal Collections shall then be applied as provided in Section 4.13.



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[END
OF ARTICLE IV]

SECTION 10.Article V of the Agreement.Article V of the Agreement shall read in its
entirety as follows:

ARTICLE V

DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS

SECTION 5.1.Distributions.



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SECTION 5.2.Statements to Certificateholders.On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Certificateholder a statement prepared by the Servicer setting forth certain information relating to the Trust and the Certificates.

On
or before January 31 of each calendar year, beginning with calendar year 2001, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be furnished to each Person
who at any time during the preceding calendar year was a Certificateholder of Series 2000-1, a statement prepared by the Servicer containing the information which is required to be
contained in the statement to the Certificateholders, aggregated for such calendar year or the applicable portion thereof during which such Person was a Certificateholder of such Series, together with
other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code and such other customary information as is necessary to enable the Certificateholders of
such Series to prepare their tax returns. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Internal Revenue Code as from time to time in effect.

[END
OF ARTICLE V]

SECTION
11.Early Amortization Events.If any one of the events specified in Section 9.1 of the Agreement
(after any grace periods or consents applicable thereto) or any one of the following events shall occur during either the Revolving Period or any Accumulation Period with respect to the
Series 2000-1 Certificates:



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then,
in the case of any event specified in Section 9.1 of the Agreement, an Early Amortization Event with respect to all Series of Certificates then outstanding shall occur without any notice
or other action on the part of the Trustee or all Investor Certificateholders immediately upon the occurrence of such event, and, in the case of any event described in clauses (i)-(vi), an Early
Amortization Event with respect to only the Series 2000-1 Certificates shall occur without any notice or other action on the part of the Trustee or the Certificateholders or all
Investor Certificateholders, as appropriate, immediately upon the occurrence of such event.

SECTION
12.Series-Specific Transferor Covenants.The Transferor hereby covenants and agrees, for so long as the
Series 2000-1 Certificates remain outstanding and Moody's shall be a Rating Agency, as follows:



SECTION
13.Ratification of Master Pooling and Servicing Agreement.As supplemented by this Series Supplement,
the Agreement is in all respects ratified and confirmed and the Agreement as so

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supplemented
by this Series Supplement shall be read, taken and construed as one and the same instrument.

SECTION
14.Counterparts.This Series Supplement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION
15.Governing Law.This Series Supplement shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

IN
WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have caused this Series 2000-1 Supplement to be duly executed by their respective officers thereunto duly authorized as
of the day and year first above written.

| |  | YAMAHA MOTOR RECEIVABLES CORPORATION, as Transferor  
| |  | -----------------------------------------------------
| |  |                                                      
| |  |                                                      
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | YAMAHA MOTOR CORPORATION,
U.S.A., as Servicer        
| |  |                                                      
| |  |                                                      
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | THE CHASE MANHATTAN BANK,
as Trustee and Paying Agent
| |  |                                                      
| |  |                                                      
| |  | By:                                                  

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