AMERICAN HONDA FINANCE CORPORATION AMERICAN …

As filed with the Securities and Exchange Commission on April 25, 2011

Registration No. 333-173202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 AMENDMENT NO. 1

to FORM S-3 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AMERICAN HONDA FINANCE CORPORATION

(Sponsor of the Issuing Entities described herein)

AMERICAN HONDA RECEIVABLES LLC

(Depositor of the Issuing Entities described herein) (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

6189 (Primary Standard Industrial Classification Code Number)

80-0695898 (I.R.S. Employer Identification No.)

______________________________________ 20800 Madrona Ave

Torrance, California 90503 (310) 972-2288

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

K. Endo

20800 Madrona Ave

Torrance, California 90503

(310) 972-2288

(Name, Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Carol M. McGee, Esq.

Gary D. Roth, Esq.

Reed D. Auerbach, Esq.

ALSTON & BIRD LLP

Bingham McCutchen LLP

90 Park Avenue

399 Park Avenue, 14th Floor

(212) 210-9400

(212) 705-7400

New York, New York 10016

New York, New York 10022

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered Asset-Backed Notes

Amount to be Registered(1)(2)

$10,000,000,000

Proposed Maximum Aggregate Offering

Price Per Unit(2)

100%

Proposed Maximum Aggregate

Offering Price(2)

$10,000,000,000

Amount of Registration Fee(3)

$715,437.11

(1) The Registrant's predecessor American Honda Receivables Corp. previously filed a Registration Statement on Form S-3 (Registration No. 333-150095) (as amended, the "Prior Registration Statement") with the Securities and Exchange Commission, which became effective on May 27, 2008. Pursuant to the Prior Registration Statement, there are $3,836,751,000.00 of unsold amount of Asset-Backed Notes and Certificates thereunder as of the date of this Registration Statement (the "Unsold Securities"). A filing fee of $150,784.31 was paid in connection with the Unsold Securities. Pursuant to Rule 415(a)(6) of Regulation C under the Securities Act of 1933, as amended, the Unsold Notes under the Prior Registration Statement are included in this Registrat ion Statement. In addition, the Registrant paid $116.10 on March 31, 2011 in connection with the filing of this Registration Statement. The amount to be registered under this Registration Statement together with the amount of Unsold Notes included in the Prior Registration Statement, results in a total of $10,000,000,000 in securities that may be issued under this Registration Statement. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457 (a) of the Securities Act of 1933.

We hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until we file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A FORM OF PROSPECTUS RELATING TO THE OFFERING OF ONE OR MORE SERIES OF ASSET BACKED NOTES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY AMERICAN HONDA RECEIVABLES LLC AND (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY EACH SEPARATE ISSUING ENTITY OF A PARTICULAR SERIES OF ASSET BACKED NOTES AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT. THE FORM OF PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY AMERICAN HONDA RECEIVABLES LLC TO OFFER ASSET BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities. In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the Registration Statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

Information contained herein is subject to completion or amendment. A registration statement relating to these Securities has been filed with the Securities and Exchange Commission. These Securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these Securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 25, 2011 Prospectus Supplement (To Prospectus Dated ________ __, 20__)

Honda Auto Receivables 20[__]-[_] Owner Trust

Issuing Entity

American Honda Receivables LLC,

Depositor

American Honda Finance Corporation,

Sponsor, Originator, Servicer and Administrator

$[______] ASSET BACKED NOTES, Series 20[__]-[_]

You should review carefully the factors set forth under ``Risk Factors'' beginning on page S-[__] of this prospectus supplement and page [__] in the accompanying prospectus.

The prospectus supplement does not contain complete information about the offering of the securities. No one may use this prospectus supplement to offer and sell the securities unless it is accompanied by the prospectus.

The securities are asset backed securities and represent the obligations of the issuing entity only and do not represent the obligations of or interest in the sponsor, the depositor or any of their affiliates. Neither the securities nor the receivables are insured or guaranteed by any government agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

? The trust will issue four classes of notes and a class of certificates.

? The notes are backed by a pledge of the trust's assets. The trust's assets include retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) [and new and used Honda motorcycles].

? Only the notes described on the following table are being offered by this prospectus supplement and the accompanying prospectus.

? Credit enhancement for the notes consists of excess interest on the receivables, subordination of the certificates, the reserve fund and the yield supplement account.

? [The issuing entity and [_________] will enter into an interest rate swap agreement to convert the fixed rate interest yield on the receivables owned by the issuing entity to a floating rate consistent with the interest accrued on the Class A-[_] Notes and the Class A-[_] Notes.]

Class A-1 Notes Class A-2 Notes [Class A-3 Notes [Class A-4 Notes

Initial Principal Amount

$__________

$__________

$__________

$__________

Interest Rate(1) ____% ____% ____% ____%

Accrual Method(1) Actual/360

30/360 Actual/360 Actual/360

First Payment Date(2)

_____, 20__

_____, 20__

_____, 20__

_____, 20__

Final Scheduled Payment Date

_____, 20__

_____, 20__

_____, 20__

_____, 20__

Expected Final

Payment Date

_____, 20__

_____, 20__

_____, 20__]

_____, 20__]

(1) Interest generally will accrue on the Class A-1 Notes, Class A-[_] Notes and Class A-[_] Notes from (and including) the previous payment date to (but excluding) the related payment date, and on the Class A-[_] Notes from (and including) the [__] day of each month to (but excluding) the [__] day of the succeeding month.

(2) Payment dates for the notes will occur on the [__] day of each month, or if such date is not a business day, then on the next business day. (3) The interest rate on the Class A-[_] Notes and Class A-[_] Notes will be adjusted on a monthly basis to one-month LIBOR plus the applicable spread.

The terms of the offering are as follows:

Initial Public Offering Price(1)

Underwriting Discount

Per Class A-1 Note

____%

____%

Per Class A-2 Note

____%

____%

Per Class A-3 Note

____%

____%

Per Class A-4 Note

____%

____%

Total

$__________

$__________

(1) Plus accrued interest, if any, from [______, 20__]. (2) Before deducting expenses payable by the depositor, estimated to be $_______. The notes will be delivered in book-entry form only on or about [______, 20__].

We will not list the notes on any national securities exchange, including the Nasdaq Stock Market.

Proceeds to Depositor(2)

____% ____% ____% ____% $__________

[______________]

Joint Bookrunners

[______________]

[_________]

Co-Managers [________] The date of this prospectus supplement is _______ __, 20___.

[_________]

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING

PROSPECTUS

S-5

SUMMARY OF PARTIES TO THE TRANSACTION

S-6

SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS

S-7

SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE AMOUNTS

S-8

SUMMARY OF TERMS

S-9

RISK FACTORS

S-25

DEFINED TERMS

S-36

THE ISSUING ENTITY

S-36

General

S-36

Capitalization of the Issuing Entity

S-37

THE DEPOSITOR

S-38

THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER

S-38

[REPURCHASE HISTORY]

S-39

AFFILIATIONS AND RELATED TRANSACTIONS

S-40

Vehicle Title Management Service Provider, [ ]

S-40

THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE

S-40

THE RECEIVABLES

S-40

MATURITY AND PREPAYMENT CONSIDERATIONS

S-50

DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION

S-50

STATIC POOLS

S-52

WEIGHTED AVERAGE LIFE OF THE NOTES

S-52

NOTE FACTORS

S-59

STATEMENTS TO NOTEHOLDERS

S-59

USE OF PROCEEDS

S-59

THE DEPOSITOR, THE ADMINISTRATOR AND THE SERVICER

S-59

THE NOTES

S-59

General

S-59

Payments of Interest

S-59

Payments of Principal

S-60

[Prefunding Period]

S-61

[Revolving Period]

S-62

Modification of Indenture

S-62

Events of Default; Rights upon Event of Default

S-62

Notices

S-63

Governing Law

S-63

Minimum Denominations

S-63

THE CERTIFICATES

S-63

General

S-63

Payments of Interest

S-63

Payments of Principal

S-64

Governing Law

S-64

PAYMENTS ON THE NOTES

S-64

Payment of Distributable Amounts

S-65

CREDIT ENHANCEMENT

S-66

Subordination

S-66

Reserve Fund

S-66

Yield Supplement Account

S-67

No Overcollateralization

S-67

S-2

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

S-68

The Transfer and Servicing Agreements

S-68

Sale and Assignment of Receivables

S-68

Accounts

S-68

Collections

S-68

Advances

S-69

Servicing Compensation

S-69

Net Deposits

S-70

Optional Purchase

S-70

Removal of Servicer

S-70

Duties of the Owner Trustee, the Delaware Trustee and the Indenture Trustee

S-70

The Owner Trustee, the Delaware Trustee and the Indenture Trustee

S-72

Fees and Expenses

S-72

[THE SWAP AGREEMENT]

S-73

[Payments Under the Swap Agreement]

S-73

[Defaults Under Swap Agreement]

S-74

[Swap Termination Events]

S-74

[Early Termination of Swap Agreement]

S-75

[Modification and Amendment of Swap Agreement]

S-76

[The Swap Counterparty]

S-76

LEGAL PROCEEDINGS

S-76

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-76

Tax Characterization of the Trust

S-76

Treatment of the Notes as Indebtedness

S-77

ERISA CONSIDERATIONS

S-77

UNDERWRITING

S-79

Capital Requirements Directive

S-81

NOTICE TO CANADIAN RESIDENTS

S-81

Resale Restrictions

S-81

Representations of Purchasers

S-82

Rights of Action (Ontario Purchasers)

S-82

Enforcement of Legal Rights

S-82

Notice to British Columbia Residents

S-82

Taxation and Eligibility for Investment

S-82

LEGAL OPINIONS

S-82

GLOSSARY

S-83

ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

S-3

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