Exhibit
3.1




CERTIFICATE
OF AMENDMENT




OF




ARTICLES
OF INCORPORATION




OF




AMERICAN
HONDA RECEIVABLES CORP.


a
California corporation





___________________________________________








Y. Kohama
and R. Nakamura hereby certify that:





1.They are the duly elected and acting
president and secretary, respectively, of AMERICAN HONDA RECEIVABLES CORP., a
California Corporation,





2.The Articles of Incorporation of this
corporation are amended and restated in full to read as set forth in Exhibit A
hereto, which is incorporated herein by this reference and made a part
hereof.





3.The foregoing amendment and
restatement of the Articles of Incorporation has been duly approved by the Board
of Directors of the Corporation.





4.The foregoing amendment and
restatement of the Articles of Incorporation has been duly approved by the
required vote of Shareholders in accordance with Section 902 of the California
General Corporation Law; the total number of outstanding shares of each class
entitled to vote with respect to the amendment and restatement of the Articles
of Incorporation was 1,000; and the number of shares of each class voting in
favor of the amendment and restatement equaled or exceeded the vote required,
such required vote being a majority of the outstanding shares of the
Corporation.





We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.





Dated:
July 5, 1995


/s/ Y.
      KohamaY.
      Kohama, President/s/ R.
      NakamuraR.
      Nakamura, Secretary


1


Exhibit
A




AMENDED
AND RESTATED




ARTICLES
OF INCORPORATION




OF




AMERICAN
HONDA RECEIVABLES CORP.




___________________________________________






ARTICLE
I




NAME






The name of the corporation is American
Honda Receivables Corp.




ARTICLE
II




PURPOSE
OF CORPORATION




(a)           Subject
to paragraph (b) below, the purpose of the corporation (the “Corporation”) is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of California other than the banking business,
the trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.





(b)           Notwithstanding
paragraph (a) above, the purpose of the Corporation is limited to the following
purposes, and activities incident to and necessary or convenient to accomplish
the following purposes: (i) to acquire, own, hold, sell, transfer, assign,
pledge, finance, refinance and otherwise deal with, new and used automobiles,
light duty trucks and minivans (the “Receivables”); (ii) to authorize, issue,
sell and deliver one or more series of obligations, consisting of one or more
classes of certificates or notes or other evidence of indebtedness (the
“Securities”) that are collateralized by or evidence an interest in the
Receivables; and (iii) negotiate, authorize, execute, deliver and assume the
obligations of any agreement relating to the activities set forth in clauses (i)
and (ii) above, including but not limited to any pooling and servicing
agreement, indenture, reimbursement agreement, credit support agreement,
receivables purchase agreement or underwriting agreement and to engage in any
lawful activity which is incidental to the activities contemplated by any such
agreement.  So long as any outstanding debt of the Corporation or
Securities are rated by any nationally recognized statistical rating
organization, the Corporation shall not issue notes or otherwise borrow money
unless (A) the Corporation has made a written request to the related nationally
recognized statistical rating organization to issue notes or incur borrowings
which notes or borrowings are rated by the related nationally recognized
statistical rating organization the same as or higher than the rating afforded
such rated debt or Securities, or (B) such notes or borrowings (1) are fully
subordinated (and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) or are nonrecourse against any
assets of the Corporation other than the assets pledged to secure such notes or
borrowings, (2) do not constitute a claim against the Corporation in the event
such assets are insufficient to pay such notes or borrowings, and (3) where such
notes or borrowings are secured by the rated debt or Securities, are fully
subordinated (and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) to such rated debt or
Securities.


2







ARTICLE
III




Reserved






ARTICLE
IV




CAPITAL
STOCK




The Corporation shall have one class of
stock designated as Common Stock, and the total number of shares of stock of
that class that the Corporation shall have authority to issue is 1,000 shares of
no par stock.  No shareholder shall have any preemptive right to
acquire additional shares of the Corporation.





ARTICLE
V




INDEPENDENT
DIRECTORS




The Corporation shall at all times,
except as noted hereafter, have at least two Directors (each, an “Independent
Director”) who is not (a) a director, officer or employee of any affiliate of
the Corporation; (b) a person related to any officer or director of any
affiliate of the Corporation; (c) a holder (directly or indirectly) of more than
10% of any voting securities of any affiliate of the Corporation; or (d) a
person related to a holder (directly or indirectly) of more than 10% of any
voting securities of any affiliate of the Corporation. In the event of the
death, incapacity, resignation or removal of all Independent Directors, the
Board of Directors shall promptly appoint an Independent Director for each
Independent Director whose death, incapacity, resignation or removal caused the
related vacancy on the Board of Directors; provided, however, that the Board of
Directors shall not vote on any matter unless and until at least two Independent
Directors have been duly appointed to serve; on the Board.





3


ARTICLE
VI




LIMITATIONS
ON ACTIONS BY THE CORPORATION




Notwithstanding
any other provision of these Articles and any provision of law, the Corporation
shall not do any of the following:





(a)          engage
in any business or activity other than as set forth in Article 11
hereof;





(b)          without
the affirmative vote of a majority of the members of the Board of Directors of
the Corporation (which must include the affirmative vote of all duly appointed
Independent Directors), (i) dissolve or liquidate, in whole or in part, or
institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to
the institution of bankruptcy or insolvency proceedings against it, (iii) file a
petition seeking or consent for reorganization or relief under any applicable
federal or state law relating to bankruptcy, (iv) consent to the appointment of
a receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Corporation or a substantial past of its property, (v) make a
general assignment for the benefit of creditors, (vi) admit in writing its
inability to pay its debts generally as they become due, or (vii) take any
corporate action in furtherance of the actions set forth in clauses (i) through
(vi) of this paragraph; provided, however, that no Rector may be rewired by any
shareholder of the Corporation to consent to the institution of bankruptcy or
insolvency proceedings against the Corporation so tong as it is solvent;
or





(c)          without
the unanimous affirmative vote of the members of the board of Directors of the
Corporation, merge or consolidate with any other corporation, company or entity
or sell all or substantially all of its assets or acquire all or substantially
all of the assets  or capital stock or other ownership interest of any
other corporation, company or entity, except for the acquisition of Receivables
of American Honda Finance Corporation (“American Honda”) and the sale of
Receivables to one or more trusts in accordance with the terms of Article II(b)
hereof, on which there shall be no such restriction.


4




ARTICLE
VII




INTERNAL
AFFAIRS




The Corporation shall insure at all
times that (a) it maintains separate corporate records and books of account from
those of American Honda, and (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.




ARTICLE
VIII




AMENDMENTS




The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles in any
manner now or hereafter provided herein or by statute; and, except as provided
with respect to the indemnification of directors, all rights, preferences and
privileges conferred by these Articles upon shareholders, directors on any other
person are granted subject to such right; provided, however, that the
Corporation shall not amend, alter, change or repeal any provision of Articles
II and V through VIII (the “Restricted Articles”) without the unanimous vote of
the full Board of Directors and provided, further, that the Corporation shall
not amend or change any Article: so as to be inconsistent with the Restricted
Articles.




ARTICLE
IX




LIABILITY
OF DIRECTORS FOR MONETARY DAMAGES; INDEMNIFICATION




(a)           The
liability of the Directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.





(b)           The
Corporation is authorized to provide indemnification of the Directors and other
agents of the Corporation (as defined in Section 317 of the California General
Corporation Law) through Bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California General
Corporation Law, subject only to the applicable limits set forth in Section 204
of the California General Corporation Law.





5




CERTIFICATE
OF AMENDMENT




OF




ARTICLES
OF INCORPORATION




OF




AMERICAN
HONDA RECEIVABLES CORP.


a
California corporation




___________________________________________










Y.
Takahashi and M. Tanaka hereby certify that:





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:





(b)Notwithstanding
      paragraph (a) above, the purpose of the Corporation is limited to the
      following purposes, and activities incident to and necessary or convenient
      to accomplish the following purposes; (i) to acquire, own, hold, sell,
      transfer, assign, pledge, finance, refinance and otherwise deal with,
      receivables arising out of or relating to the financing or sale of new or
      used motor vehicles, including automobiles, light duty trucks and
      recreational vehicles, monies due thereunder, security interests in the
      motor vehicles financed thereby, proceeds from claims on insurance
      policies related thereto, and related rights (collectively, the
      “Receivables”); (ii) to authorize, issue, sell and deliver one or more
      series of obligations, consisting of one or more classes of certificates
      or notes or other evidences of indebtedness (the “Securities”) that are
      collateralized by or evidence an interest in the Receivables; and (iii) to
      -negotiate, authorize, execute, deliver and assume the obligations of any
      agreement relating to the activities set forth in clauses (i) and (ii)
      above, including but not limited to any pooling and servicing agreement,
      indenture, reimbursement agreement, credit support agreement, receivables
      purchase agreement or underwriting agreement and to engage it any lawful
      activity which is incidental to the, activities contemplated by any such
      agreement. So long as any outstanding debt of the Corporation or
      Securities are rated by any nationally recognized statistical rating
      organization, the Corporation shall not issue notes or otherwise borrow
      money unless (A) the Corporation has made a written request to the related
      nationally recognized statistical rating organization to issue notes or
      incur borrowings which notes or borrowings are rated by the related
      nationally recognized statistical rating organization the same as or
      higher than the rating afforded such rated debt or Securities, or (B) such
      notes or borrowings (1) are fully subordinated (and which shall provide
      for payment only after payment in respect of all outstanding rated debt
      and/or Securities) or are nonrecourse against any assets of the
      Corporation other than the assets pledged to secure such notes or
      borrowings, (2) do not constitute a claim against the Corporation in the
      event such assets are insufficient to pay such notes or borrowings, and
      (3) where such notes or borrowings are secured by the rated debt or
      Securities, are fully subordinated (and which shall provide for payment
      only after payment in respect of all outstanding rated debt and/or
      Securities) to such rated debt or
  Securities.”


6








3.Article VII of the Articles of Incorporation is amended to read as
      follows:




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.





4.           The
foregoing amendments of the Articles of Incorporation have been duly approved by
the Board of Directors of the Corporation.





5.           The
foregoing amendments of the Articles of Incorporation have been duly approved by
the required vote of Shareholders in accordance with Section 902 of the
California Corporations Code.  The total number of outstanding shares
of the Corporation is 1,000, consisting of a single class; and the number of
shares voting in favor of the amendment equaled or exceeded the vote
required.  The percentage vote required was more than 50% of the
outstanding shares of the Corporation.





We further declare under penalty of
perjury under the laws of the State of California that the matters set forth in
this certificate are true and correct of our oven knowledge.





Dated:  July
31, 2003











/s/ Y.
      TakahashiY.
      Takahashi, President/s/ M.
      TanakaM.
      Tanaka, Secretary





9