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April 26, 2002

Notice of Tender Offer for Acquisition of Treasury Stock



Tokyo, April 26, 2002--- Honda Motor Co., Ltd. today announced its intention to implement a Tender Offer for Acquisition of its Treasury Stock, which was resolved at the meeting of the Board of Directors held on April 26, 2002 in accordance with Clause 210 of the Commercial Code as follows:

1. Reason for the Acquisition of Treasury Stock:
To activate capital strategies complying with the diversifying business conditions.

2. Contents of the Acquisition: for the period from the resolution until the first Ordinary General Meeting of Shareholders held after the subsequent fiscal year.

  (1) Type of shares to be acquired
Common stock of Honda Motor Co., Ltd.
  (2) Maximum number of shares to be acquired
20,000,000 shares (2% of shares outstanding)
  (3) Maximum amount of acquisition
100 billion yen

Note:
The Tender Offer for Acquisition of Treasury Stock shall be subject to resolution at the 78th Ordinary General Meeting of Shareholders to be held on June 25, 2002.




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