UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K







ANNUAL
REPORT


PURSUANT
TO SECTIONS 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




(Mark
One)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the fiscal year ended March 31,
2010





OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from 
      to







(Commission
File Number of issuing entity)


Honda
Auto Receivables 2009-3 Owner Trust


(Exact
name of issuing entity specified in its charter)





333-150095


(Commission
File Number of depositor)


American
Honda Receivables Corp.


(Exact
name of depositor as specified in its charter)





American
Honda Finance Corporation


(Exact
name of sponsor as specified in its charter)





Delaware
            36-7517824(State
      or other jurisdiction of organization
              of
      the issuing entity)
            (I.R.S
      Employer Identification No.)




c/o
      American Honda Receivables Corp.
              20800
      Madrona Avenue
              Torrance,
      CA
            90503(Address
      of principal executive offices of the issuing entity)
            (Zip
      Code)




(310)
972-2511


(Telephone
number, including area code)











Securities
registered pursuant to Section 12(b) of the Act:


Title of Each Class
              Name of Each Exchange on Which
      RegisteredNone
              None


Securities
registered pursuant to Section 12(g) of the Act:




None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes o   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes o   No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x   No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).Yes o   No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.(Check one):


Large
      Accelerated Filer o
                Accelerated
      Filer oNon-Accelerated
      Filer x
                Smaller
      Reporting Company o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o   No
x





Registrant
has no voting or non-voting class of common equity outstanding and held by
nonaffiliates as of the date of this report.




2




PART
I






The
following items have been omitted in accordance with General Instruction J to
Form 10-K:




(a)
            Item
      1, Business


(b)
            Item
      1A, Risk Factors


(c)
            Item
      2, Properties


(d)
            Item
      3, Legal Proceedings


(e)
            Item
      4, [Removed and Reserved.]




Item
1B. Unresolved Staff Comments.




Not
applicable




Substitute
information provided in accordance with General Instruction J to Form
10-K:




Item
1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial
Information).




No single
obligor represents more than 10% of the pool assets held by Honda Auto
Receivables 2009-3 Owner Trust (the “Trust”).




Item
1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except
for Certain Derivatives Instruments (Information Regarding Significant
Enhancement Providers).




No entity
or group of affiliated entities provides any external credit enhancement or
other support with respect to either payment on the pool assets held by the
Trust or payments on the notes (the “Notes”) or certificates (the
“Certificates”) issued by the Trust.




Item
1115(b) of Regulation AB. Certain Derivatives Instruments (Financial
Information).




No entity
or group of affiliated entities provides any derivative instruments that are
used to alter the payment characteristics of the cashflows from the
Trust.




Item
1117 of Regulation AB. Legal Proceedings.




No legal
proceedings are pending against any of the following companies: American Honda
Finance Corporation (the “Sponsor”), American Honda Receivables Corp. (the
“Depositor”), Citibank, N.A. (the “Indenture Trustee”), FDI Computer Consulting,
Inc., dba FDI Collateral Management (“FDI”) or the Trust that are or would be
material to holders of the Notes or the Certificates.




PART
II




The
following items have been omitted in accordance with General Instruction J to
Form 10-K:




(a)
            Item
      5, Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity
Securities


(b)
            Item
      6, Selected Financial Data


(c)
            Item
      7, Management’s Discussion and Analysis of Financial Condition and Results
      of Operation


(d)
            Item
      7A, Quantitative and Qualitative Disclosures About Market
    Risk


(e)
            Item
      8, Financial Statements and Supplementary
Data


(f)
            Item
      9, Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure


(g)
            Item
      9A, Controls and Procedures




3




Item
9B. Other Information.




Not
applicable




PART
III






The
following items have been omitted in accordance with General Instruction J to
Form 10-K:




(a)
            Item
      10, Directors and Executive Officers of the
  Registrant


(b)
            Item
      11, Executive Compensation


(c)
            Item
      12, Security Ownership of  Certain Beneficial Owners and
      Management and Related Stockholder
Matters


(d)
            Item
      13, Certain Relationships and Related
  Transactions


(e)
            Item
      14, Principal Accountant Fees and
Services




Substitute
information provided in accordance with General Instruction J to Form
10-K:




Item
1119 of Regulation AB. Affiliations and Certain Relationships and Related
Transactions.




The
Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all
of the pool assets owned by the Trust.  The Sponsor is also the
primary servicer.  The Depositor is a wholly-owned subsidiary of the
Sponsor and, therefore, a wholly-owned subsidiary of the originator and the
primary servicer.  Through its purchase of the Certificates, the
Depositor has acquired a 100% ownership interest in the Trust; therefore, the
Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor
(including in its role as originator and primary servicer).






The
Indenture Trustee is not affiliated with the Sponsor (including in its role as
originator and primary servicer), the Depositor or the Trust.  FDI, as
a special servicer is likewise not affiliated with the Sponsor (including in its
role as originator and primary servicer), the Depositor or the
Trust.






There are
no significant obligors, external enhancement or support providers, or other
material parties related to the Notes or Certificates.






In
addition, there are no business relationships, agreements, arrangements,
transactions or understandings outside the ordinary course of business or on
terms other than would be obtained in an arm’s length transaction with an
unrelated party, apart from the transaction involving the issuance of the Notes
and Certificates by the Trust, between the Sponsor, the Depositor or the Trust
and any of the parties mentioned in this Item.






Since
February 2002, the Sponsor has contracted with FDI’s parent, triVIN, Inc., for
FDI to provide certain software-based services to the Sponsor in connection with
the titling and registering of vehicles through online services made available
by the motor vehicle administrations in various states.  This contract
was most recently updated in August 2009 to include, among other things, a new
fee schedule.  The vehicles for which FDI performs these services
correspond to approximately 100% of the receivables contained in the asset pool
held by the Trust.




Item
1122 of Regulation AB. Compliance with Applicable Servicing
Criteria.




The
Sponsor (in its role as servicer), the Indenture Trustee and FDI (collectively,
the “Servicing Parties”) have each been identified by the registrant as parties
participating in the servicing function with respect to the asset pool held by
the Trust.  Each of the Servicing Parties has completed a report on an
assessment of compliance with the servicing criteria applicable to it (each, a
“Servicing Report”), which Servicing Reports are attached as exhibits to this
Form 10-K.  In addition, each of the Servicing Parties has provided an
attestation report (each, an “Attestation Report”) by one or more registered
public accounting firms, which reports are also attached as exhibits to this
Form 10-K.  Neither of the Servicing Reports prepared by the Sponsor,
the Indenture Trustee or FDI, or the Attestation Reports provided by the
Sponsor, the Indenture Trustee or FDI, has identified any material instance of
noncompliance with the servicing criteria applicable to the respective Servicing
Party.




4




Item
1123 of Regulation AB. Servicer Compliance Statement.




The
Sponsor (in its role as servicer) and FDI have been identified by the registrant
as servicers with respect to the asset pool held by the Trust.  Each
of the Sponsor and FDI has completed a statement of compliance with applicable
servicing criteria (each a “Compliance Statement”), in each case signed by an
authorized officer of the Sponsor and FDI, respectively.  The
Compliance Statements are attached as exhibits to this Form 10-K.




PART
IV




Item
15. Exhibits.




The
exhibits listed below are either included or incorporated by reference as
indicated:




Exhibit
3.1 – Articles of Incorporation of the Depositor, as last amended on July 31,
2003 and filed with the secretary of state of California on August 12,
2003.




Exhibit
3.2 – Amended and Restated By-laws of the Depositor, in effect since April 1,
2004.




Exhibit
4.1 – Indenture, dated as of July 1, 2009, between Honda Auto Receivables 2009-3
Owner Trust and Citibank, N.A., as indenture trustee, incorporated by reference
to exhibit 4.1 to Form 8-K dated July 14, 2009, and filed by the registrant on
July 14, 2009.




Exhibit
4.2 – Amended and Restated Trust Agreement, dated July 14, 2009, among American
Honda Receivables Corp., Union Bank, N.A., as owner trustee, and U.S. Bank Trust
National Association, as Delaware trustee, incorporated by reference to exhibit
4.2 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14,
2009.




Exhibit
31.1 – Certification of senior officer in charge of the servicing function of
the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.




Exhibit
33.1 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of American Honda Finance Corporation.




Exhibit
33.2 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of FDI Computer Consulting, Inc., dba FDI Collateral
Management.




Exhibit
33.3 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of Citibank, N.A.




Exhibit
34.1 – Attestation Report on Compliance with Servicing Criteria for Asset-Backed
Securities of KPMG LLP, on behalf of American Honda Finance
Corporation.




Exhibit
34.2 – Attestation Report on Assessment of Compliance with Servicing Criteria
for Asset-Backed Securities of McGladrey & Pullen, LLP, on behalf of FDI
Computer Consulting, Inc., dba FDI Collateral Management.




Exhibit
34.3 –Attestation Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of KPMG LLP, on behalf of Citibank, N.A.




Exhibit
35.1 – Servicing Compliance Statement of American Honda Finance
Corporation.




Exhibit
35.2 – Servicing Compliance Statement of FDI Computer Consulting, Inc., dba FDI
Collateral Management.




5






SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.






Honda
      Auto Receivables 2009-3 Owner Trust
                  By:
      American Honda Finance Corporation, as ServicerDate:
      June 28, 2010
                By:
                /s/ Paul
      C. HondaPaul
      C. HondaAssistant
      Vice President, Assistant Secretary and Compliance Officer (senior officer
      in charge of the servicing function)
  6





EXHIBIT
INDEX





Exhibit                Description




Exhibit
3.1 – Articles of Incorporation of the Depositor, as last amended on July 31,
2003 and filed with the secretary of state of California on August 12,
2003.




Exhibit
3.2 – Amended and Restated By-laws of the Depositor, in effect since April 1,
2004.




Exhibit
4.1 – Indenture, dated as of July 1, 2009, between Honda Auto Receivables 2009-3
Owner Trust and Citibank, N.A., as indenture trustee, incorporated by reference
to exhibit 4.1 to Form 8-K dated July 14, 2009, and filed by the registrant on
July 14, 2009.




Exhibit
4.2 – Amended and Restated Trust Agreement, dated July 14, 2009, among American
Honda Receivables Corp., Union Bank, N.A., as owner trustee, and U.S. Bank Trust
National Association, as Delaware trustee, incorporated by reference to exhibit
4.2 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14,
2009.




Exhibit
31.1 – Certification of senior officer in charge of the servicing function of
the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.




Exhibit
33.1 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of American Honda Finance Corporation.




Exhibit
33.2 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of FDI Computer Consulting, Inc., dba FDI Collateral
Management.




Exhibit
33.3 – Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of Citibank, N.A.




Exhibit
34.1 – Attestation Report on Compliance with Servicing Criteria for Asset-Backed
Securities of KPMG LLP, on behalf of American Honda Finance
Corporation.




Exhibit
34.2 – Attestation Report on Assessment of Compliance with Servicing Criteria
for Asset-Backed Securities of McGladrey & Pullen, LLP, on behalf of FDI
Computer Consulting, Inc., dba FDI Collateral Management.




Exhibit
34.3 –Attestation Report on Assessment of Compliance with Servicing Criteria for
Asset-Backed Securities of KPMG LLP, on behalf of Citibank, N.A.




Exhibit
35.1 – Servicing Compliance Statement of American Honda Finance
Corporation.




Exhibit
35.2 – Servicing Compliance Statement of FDI Computer Consulting, Inc., dba FDI
Collateral Management.





7