CERTIFICATE OF AMENDMENT
 OF
 ARTICLES OF INCORPORATION
 OF
 AMERICAN HONDA RECEIVABLES CORP.
a California corporation
 
        /s/ Y. Kohama  
          
      Y. Kohama, President/s/ R. Nakamura 
           
      R. Nakamura, Secretary




---



##### 



Exhibit A
 AMENDED AND RESTATED
 ARTICLES OF INCORPORATION
 OF
 AMERICAN HONDA RECEIVABLES CORP.
 
 ARTICLE I
 NAME
  ARTICLE II
 PURPOSE OF CORPORATION
   2




---



##### 



ARTICLE III
  ARTICLE IV
 CAPITAL STOCK
  ARTICLE V
 INDEPENDENT DIRECTORS
  3




---



##### 



ARTICLE VI
 LIMITATIONS ON ACTIONS BY THE CORPORATION
     4




---



##### 



ARTICLE VII
 INTERNAL AFFAIRS
  ARTICLE VIII
 AMENDMENTS
  ARTICLE IX
 LIABILITY OF DIRECTORS FOR MONETARY DAMAGES; INDEMNIFICATION
   5




---



##### 



CERTIFICATE OF AMENDMENT
 OF
 ARTICLES OF INCORPORATION
 OF
 AMERICAN HONDA RECEIVABLES CORP.
a California corporation
 
  1.
    
    They are the duly elected and acting president and secretary, respectively, of
AMERICAN HONDA RECEIVABLES CORP., a California corporation (the Corporation).
 2.
    
    Paragraph (b) of Article II of the Articles of Incorporation of the Corporation
(the Articles of Incorporation) is amended to read as follows:
  6




---



##### 



INTERNAL AFFAIRS
 The Corporation shall insure at all times that(a)
    
    it maintains separate corporate records, financial
statements and books of account from those of American Honda and each
other affiliate of the Corporation;(b)
    
    except as permitted by contract between the Corporation
and American Honda with respect to deposits in certain accounts of
collections of trade receivables of American Honda that were not sold
to the Corporation pursuant to an agreement between them, which will be
promptly remitted to the owner thereof, none of the Corporations
assets will be commingled with those of American Honda or any of their
affiliates and all such assets will be maintained so that such assets
are readily identifiable as assets of the Corporations and not those of
any other individual, partnership (whether general or limited), limited
liability company, corporation, trust estate, association, nominee or
other entity (collectively, Person), including maintaining
the Corporations own bank accounts separate from any other Person;(c)
    
    it observes all corporate formalities, including
maintaining minutes of the Corporations meetings;(d)
    
    it conducts its dealings with third parties, including
American Honda and its subsidiaries and affiliates, and otherwise holds
itself out to the public, in its own name, as a separate and
independent entity;(e)
    
    it uses separate stationary, invoices, and checks and,
to the extent reasonably required in light of its contemplated business
operations, maintains an office separate from the offices of American
Honda and its subsidiaries and affiliates, and every other Person, and
conspicuously identifies such office as its office;
 7




---



##### 



(f)
    
    conducts its dealings with third parties, including American Honda
and its subsidiaries and affiliates, and every other Person, on an
arm-lengths basis by, among other things, paying to any such third
party fair value for shared overhead or. for any services or leased
premises provided by such third party or any of their employees or
agents;(g)
    
    it files its own tax returns, if any, as may be
required under applicable law, to the extent not part of a consolidated
group of another taxpayer;(h)
    
    it pays its liabilities out of its funds and does not
pay the liabilities of American Honda or any other Person out of its
funds;(i)
    
    it does not guarantee, become obligated on, hold itself
out as being obligated or available to satisfy, acquire or assume the
liabilities of American Honda, any of its subsidiaries or affiliates,
or any of its subsidiaries or affiliates, or any other Person, or
pledge its assets for the benefit of American Honda, any of its
subsidiaries or affiliates, or any other Person;(j)
    
    it corrects any known misunderstanding regarding the
Corporations separate and distinct legal identity and refrains from
engaging in any activity that compromises the separate legal identity
of the Corporation or the separateness of its assets;(k)
    
    it ensures that its capitalization is adequate in light
of its business and purpose;(l)
    
    it maintains a sufficient number of employees in light
of its contemplated business operations, pays the salaries of its
employees, if any, out of its own funds, and, to the extent that it shares officers and employees with any affiliates, allocates fairly and
reasonably the salaries of, and the expenses related to providing the
benefits of, officers or other employees shared with such affiliate;(m)
    
    if the business of the Corporation is so limited as to
reasonably be conducted from the premises of an affiliate, it allocates
fairly and reasonably any overhead for office space shared with any
subsidiary or any other affiliate;(n)
    
    it does not identify itself as being a division or a
part of American Honda or any other Person, and it does not permit
American Honda any other Person to identify the Corporation as being a
division or a part of American Honda or any other Person;(o)
    
    it does not acquire any securities or obligations of
American Honda or any other affiliate of American Honda (other than
Securities issued pursuant to Article II hereof); and
 8




---



##### 



(p)
    
    it causes its financial statements to be prepared in accordance with
U.S. generally accepted accounting principles in a manner that
indicates the separate existence of the Corporation and its assets
and liabilities;
 provided, however,that failure by the Corporation to comply with any of the
foregoing shall not affect the status of the Corporation as a separate legal
entity.
     /s/ Y. Takahashi   
   
     Y. Takahashi, President/s/ M. TanakaM. Tanaka, Secretary
 9