Jorge Lorenzo concedes Yamaha will have a battle on their hands come Sunday's Indianapolis MotoGP due to the "very explosive and fast" pace shown by Honda.
Marc Marquez and Dani Pedrosa claimed the 1-2 in Saturday's qualifying at the hallowed motor speedway.
Quick out of the blocks with a 1:31.884, Marquez threw down the gauntlet and although his rivals tried to respond, they fell short.
Lorenzo was at least able to make some late gains as he climbed from eighth to third with a 1:32.186 on his final flying lap.
"Our competitors were very explosive and fast, especially during qualifying on one lap," he said.
"It's always difficult to beat them during the practices, not just at this track, but in general.
"I was a little bit afraid before putting in the last tyre, because I was in sixth position. Luckily for me I managed over the weekend to save one more tyre and in the third try-out I was able to improve my time by half a second and that gave me first row.
"This is vital, because tomorrow Marc can go very quickly from the beginning and it's important to be as close to him as possible."
Looking ahead to Sunday's race at the American track, the Spaniard believes Yamaha's race-pace will allow them to fight for the victory.
He added: "It will be a long race, I think we have a good pace and we didn't improve the bike as we expected, but we still have the warm-up to try some things."