Exhibit
3.2





SECOND
AMENDED AND RESTATED BYLAWS




OF




AMERICAN
HONDA RECEIVABLES CORP.




(a
California corporation)





_______________________________________________








ARTICLE
I





OFFICES





Section 1.01 Principal Executive
Office.  The principal executive office of American Honda
Receivables Corp. (the “Corporation”) shall be at 700 Van Ness Avenue, Torrance,
California 90501 or such other location that the Board of Directors (the
“Board”) shall fix from time to time.





Section 1.02Other
Offices.  The Corporation may also have offices at such other
places both within and without the State of California as the Board or the
President may from time to time determine or the business of the Corporation may
require.





ARTICLE
II





SHAREHOLDERS





Section 2.01 Annual Meeting and Election
of Directors.  The Annual Meeting of Shareholders shall be held
on such date and at such time as the Board determines.  The Directors
shall be elected and any other proper business may be transacted at each Annual
Meeting of Shareholders.





Section 2.02 Special
Meetings.  Special Meetings of Shareholders may be called by
the Board, the Chairman of the Board, if any, the President or the holders of
shares entitled to cast not less than ten percent (10%) of the votes at such
Special Meeting.  Each Special Meeting shall be held at such date and
time as is requested by the person or persons calling such Special Meeting
within the limits fixed by law.





Section 2.03 Place of
Meetings.  Each Annual or Special Meeting of Shareholders shall
be held at such location as may be determined by the Board, or if no such
determination is made at such place as may be determined by the
President.  If no location is so determined, any Annual or Special
Meeting shall be held at the principal, executive office of the
Corporation.





Section 2.04 Notice of
Meetings.  Notice of each Annual or Special Meeting of
Shareholders shall contain such information, and shall be given to such persons
at such time, and in such manner, as the Board shall determine, or if no such
determination is made, as the President shall determine, subject to the
requirements of applicable law.








Section 2.05 Conduct of
Meetings.  Subject to the requirements of applicable law, all
Annual and Special Meetings of Shareholders shall be conducted in accordance
with such rules and procedures as the Board may determine and, as to matters not
governed by such rules and procedures, as the chairman of such Annual or Special
Meetings shall determine.





Section 2.06 Quorum.  The
holders of a majority of the shares issued and outstanding
and entitled to vote at an Annual or Special Meeting of the Shareholders shall
be requisite and shall constitute a quorum thereat for the transaction of
business except as otherwise provided by statute, by the Articles of
Incorporation (the “Articles”) or by these Bylaws.  If a quorum is not
present or represented at a meeting of the Shareholders, the Shareholders
entitled to vote shall have power to adjourn such meeting from time to time,
without notice other than an announcement at such meeting, until a quorum is
present or represented.  At any such adjourned meeting at which a
quorum is present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified.





Section 2.07 Proxies.  Every
person entitled to vote or to execute consents may do so either in person or by
written proxy filed with the Secretary of the Corporation authorizing another
person or persons to vote with respect to such shares.  The proxy
shall not be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy.  Every proxy continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in the applicable
law.





Section 2.08 Action Without
Meeting.  Any action required by statute to be taken at any
Annual or Special Meeting of the Shareholders, or any action that may be taken
at any Annual or Special Meeting of the Shareholders, may be taken without a
meeting, without prior notice if a consent in writing setting forth the action
so taken, shall be signed by the holders of the outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. The signed consent or a signed copy shall be placed in the
Minute Book of the Corporation and prompt notice of the taking of the corporate
action shall be given to those Shareholders who have not consented in
writing.





ARTICLE
III





DIRECTORS





Section 3.01 Number.  The
authorized number of Directors on the Board shall not be less than four nor more
than six unless changed by a duly adopted Bylaw amending this Section 3.01, as
provided by these Bylaws and pursuant to applicable law.  The Board
shall initially be comprised of five Directors.  The exact number of
Directors shall be fixed, from time to time within the limits specified, by
resolution duly adopted either by the Board or the Shareholders.





Section 3.02 Qualification-Independent
Director; Election, Term.


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(a)           Of
the authorized number of Directors provided in Section 3.01; the Corporation
shall at all times, except as noted hereafter, have at least two Directors
(each, an “Independent Director”) who is not (i) a director, officer or employee
of any affiliate of the Corporation; (ii) a person related to any officer or
director of any affiliate of the Corporation; (iii) a holder (directly or
indirectly) of more than ten percent (10%) of any voting securities of any
affiliate of the Corporation; or (iv) a person related to a holder (directly or
indirectly) of more than ten percent (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 shall promptly appoint an
Independent Director for each Independent Director whose death, incapacity,
resignation or removal caused the related vacancy on the Board; provided,
however, that the Board shall not vote on any matter unless and until at least
two Independent Directors have been duly appointed to serve on the
Board.





(b)           Except
as otherwise provided by Sections 3.03 and 3.04 herein, the Directors shall be
elected at the Annual Meeting of Shareholders.





(c)           Each
Director elected shall hold office until the next Annual Meeting of Shareholders
and until his successor has been elected and qualified or until his death,
resignation, retirement, disqualification or removal.





Section 3.03 Removal of
Directors.  Except as otherwise provided by applicable law, a
director may only be removed by the Shareholders.





Section 3.04 Vacancies on the
Board.  Vacancies on the Board, excluding vacancies created by
removal of Directors, may be filled by approval of the Board or, if the number
of Directors then in office is less than a quorum, by (1) the unanimous written
consent of the Directors then in office, (2) the affirmative vote of a majority
of the remaining Directors, or (3) a sole remaining Director.  The
Shareholders may at any time elect a Director or Directors to fill any vacancy
or vacancies not filled by the Board and shall have the right to fill any
vacancy or vacancies created by the removal of one or more
Directors,





Section 3.05 Powers.  Subject
to limitations of the Articles, the Bylaws, and applicable law relating to
actions required to be approved by the Shareholders or by the outstanding
shares, the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the
Board.  The Board may delegate the management.  of the
day-to-day operation of the business of the Corporation to the officers of the
Corporation or other persons provided that the business and affairs of the
Corporation shall be managed by and all corporate powers shall be exercised
under the ultimate direction of the Board.





Section 3.06 Quorum.  A
majority of the members of the Board shall constitute a quorum of the Board for
the transaction of business.  Every act or decision done or made by a
majority of the members of the Board present at a meeting duly held at which a
quorum is present shall constitute the act of the Board.  In the
absence of a quorum, a majority of the members of the Board present at the time
and place of any meeting may adjourn such meeting from time to time until a
quorum is present.  Notice of any adjourned meeting need not be
given.


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Section 3.07 Meetings of the
Board.  The Board may designate any place, within or without
the State of California, for the holding of any meeting.  If no such
designation is made, the meeting shall be held at the Corporation's principal
executive office.  Subject to the requirements of applicable law, all
meetings of the Board shall be conducted in accordance with such rules and
procedures as the Board may approve and, as to matters not governed by such
rules and procedures, as the chairman of such meeting shall
determine.





The Board by resolution may provide for
the holding of regular meetings, with or without notice, and may fix the times
and places within or outside the State of California at which such meetings
shall be held.





Section 3.08 Action Without
Meeting.  Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if a written consent setting forth the action so taken is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the Secretary of the Corporation and placed in the Minute
Book.  Such consent shall have the same force and effect as a
unanimous vote at a meeting of such Board or committee.





Section 3.09 Committee.  The
Board may, by resolution adopted by a majority of the whole Board, designate one
or more committees, each committee to consist of two or more of the Directors of
the Corporation.  Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have any powers or
authority in reference to:





(a)           the
approval of any action for which the California General Corporation Law also
requires approval of the Shareholders or approval of the outstanding
shares;





(b)           amending
the Articles;





(c)           approving
an agreement of merger or consolidation;





(d)           recommending
to the Shareholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets otherwise than in the usual and regular
course of its business;





(e)           recommending
to the Shareholders a dissolution of the Corporation or a revocation
thereof;





(f)           amending
or repealing the Bylaws of the Corporation or adopting new Bylaws of the
Corporation;





(g)          amending
or repealing any resolution of the Board which by its express terms is not so
amendable or repealable;


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(h)          appointing
other committees of the Board or the members thereof;





(i)           filling
vacancies in or removing members of the Board or on any committee appointed by
the Board;





(j)           fixing
the compensation of the Directors for serving on the Board or for serving as a
member of any committee thereof; or





(k)           a
“distribution”, as such term is defined in Section 166 of the California General
Corporation Law, except at a rate, in a periodic amount or within a specific
price range determined by the Board, and, unless the resolution of the Board
expressly so provides, no such committee shall have the power or authority to
otherwise declare a dividend or to authorize the issuance of stock.





Any such
committee shall report on its meetings to the Board at the next meeting of the
Board.





Section 3.10 Executive Committee of the
Board.  Subject to these Bylaws, including Sections 3.07, 3.08
and 3.09, the Articles and the provisions of applicable law, the Executive
Committee of the Board (the “Executive Committee”) is authorized by unanimous
written consent of all its Executive Committee members to bind this Corporation
without the consent of other members of the Board and shall have and may
exercise all of the authority of the Board in the management of the business and
affairs of the Corporation, including the power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Upon the unanimous
consent of all members of the Executive Committee, the Executive Committee is
also authorized by these Bylaws to authorize the fixture purchase and sale of
Receivables as defined and provided for in the Articles.





Section 3.11 Removal of Committee
Members.  Any member of the Executive Committee and other
committees may be removed by the Board by the affirmative vote of a majority of
the whole Board, whenever in its judgment the best interests of the Corporation
will be served thereby.





Section 3.12 Vacancies in
Committees.  A vacancy occurring in the Executive Committee or
any other committee of the Board (by death, resignation, retirement,
disqualification, removal or otherwise) may be filled by the Board in the manner
provided for original designation in Section 3.09.





Section 3.13 Compensation.  Members
of the Board, the Executive Committee or any other committee may, by resolution
of the Board, be allowed compensation for their service to the Corporation,
including for attending Board or committee meetings.





Section 3.14 Telephone and Similar
Meetings.  Members of the Board and committee members may
participate in and hold a meeting by means of conference telephone or similar
communications equipment, so long as all persons participating in the meeting
can hear each other.  Participation in such meeting shall constitute
presence in person at the meeting, unless a person authorized to participate in
such meeting participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting was not lawfully
called or convened.


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Section 3.15 Written Action or
Minutes.  The Board, the Executive Committee and any other
committees shall keep either a record of action taken or Minutes of their
proceedings and, in the case of any committee, report the same to the Board when
required.  The Minutes of the proceedings of the Board, the Executive
Committee and other committees shall be placed in the Minute Book of the
Corporation.





ARTICLE
IV





INDEMNIFICATION OF
DIRECTORS


OFFICERS AND OTHER CORPORATE
AGENTS





Section 4.01 Indemnification.  This
Corporation shall, to the maximum extent and in the manner permitted by the
California General Corporation Law, indemnify and hold harmless each of the
directors and other “agents” of the Corporation, as the term “agent” is defined
in Section 317(a) of the California General Corporation Law, as amended from
time to time, from and against any “expenses” as defined in Section 317(a),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any “proceeding” (as defined in said Section 317(a)
arising by reason of the fact that such person is or was a director of the
Corporation acting in good faith and in a manner reasonably believed by such
director to be in the best interests of the Corporation. The Corporation shall
advance to its directors and other agents expenses incurred in defending any
proceeding prior to the final disposition thereof to the full extent and in the
manner permitted by applicable law.





Section 4.02 Right to
Indemnification.  This section shall create a right of
indemnification for each person referred to in Section 4.01, whether or not the
proceeding to which the indemnification relates arose in whole or in part prior
to adoption of such section and in the event of death such right shall extend to
such person's legal representatives.  The right of indemnification
hereby given shall not be exclusive of any other rights such person may have
whether by law or under any agreement, insurance policy, vote of Directors or
Shareholders, or otherwise.





Section 4.03 Insurance.  Subject
to the requirements of applicable law, the Corporation shall have power to
purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the Corporation
would have the power to indemnify the agent against such liability.





ARTICLE
V





OFFICERS





Section 5.0.1 Principal
Officers.  The principal officers of the Corporation shall be a
President, a Secretary and a Treasurer, each of whom shall have the authority to
perform the duties provided in these Bylaws or as may from time to time be
assigned by the Board.  One person may hold two or more offices,
except that the Secretary may not also hold the office of
President.


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Section 5.02 Subordinate
Officers.  The Corporation may also have, at the discretion of
the Board, one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers and such other officers as the business of the
Corporation may require, each of whom shall have the authority and perform the
duties as may be provided in these Bylaws or as may from time to time be
assigned by the Board.





Section 5.03 Appointment of the
Corporation's Officers.  The Board or the Executive Committee
shall appoint the officers of the Corporation, each such officer to hold his
office until the earlier of his death, resignation, retirement; disqualification
or removal.  Thereafter, the Board or the Executive Committee may,
from time to time, appoint other officers of the Corporation to fill a vacancy
in any office or otherwise, each such officer to hold his office until the
earlier of his death, resignation, disqualification or removal from
office.





Section 5.04 Removal and
Resignation.





(a)           Any
officer may be removed, either with or without cause, by the unanimous written
consent of the Executive Committee or by a majority of the members of the Board
at the time in office, at any regular or Special Meeting of the
Board.





(b)           Any
officer may resign at any time by giving written notice to the
Corporation.  Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary in order to mare such resignation effective.





Section 5.05 President.  The
President; unless a Chairman of the Board is elected by the Board, shall, if
present, preside at all meetings of the Shareholders or the Board.





The President shall, subject to the
ultimate direction of the Board, have general supervision, direction and control
of the business and affairs of the Corporation.  He shall have the
general powers and duties of management usually vested in the chief executive
officer of a corporation.





The President shall provide the general
and active management of the business operations of the Corporation and shall,
see that all orders and resolutions of the Board are carried into
effect.  He shall develop and issue or cause to be issued such
operating policies, procedures and guidelines respecting the conduct of the
business of the Corporation and of its officers, employees and agents as he
shall deem appropriate; and shall possess the power and authority to authorize
exceptions to and deviations from such policies, procedures and guidelines where
he, in good faith, determines that such exceptions or deviations serve the best
interests of the Corporation and would neither violate applicable law nor do
damage to the reputation of the Corporation or its Shareholders.





The President shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
delegated by the Board to some other officer or agent of the
Corporation.


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Section 5.06 Secretary.





(a)           The
Secretary shall keep, or cause to be kept, the Minute Book of the Corporation at
the principal executive office of the Corporation, or such other place as the
Board may order, of all meetings of Shareholders, the Board and its committees,
with the time and place of holding, whether regular or special and if special,
how authorized and the notice thereof given, the names of those present at Board
and committee meetings, the number of shares present or represented at meetings
of the Shareholders and the proceedings thereof.





(b)           The
Secretary shall keep, or cause to be kept, at the principal executive office of
the Corporation or at the office of the Corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.





(c)           The
Secretary shall give, or cause to be given, notice of all the meetings of the
Shareholders and of the Board and of any committees thereof required by these
Bylaws or by applicable law to be given, and he shall keep the seal of the
Corporation in safe custody.





(d)           The
Secretary shall be under the supervision of the President.  He shall
perform such other duties and have such other authority and powers as the Board
may from time to time prescribe or as the President may from time to time
delegate.





Section 5.07 Treasurer.





(a)           The
Treasurer shall deposit or cause the deposit of all monies and other valuables
in the name and to the credit of the Corporation with such depositories as may
be designated by the Board.





(b)           The
Treasurer shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements of the
Corporation.





(c)           The
Treasurer shall be responsible for effecting the properly authorized
disbursement of funds of the Corporation and shall provide appropriate and
timely accounting of his transactions as Treasurer to the President and the
Board.





(d)           The
Treasurer shall keep and maintain, or cause to be kept and maintained, adequate
and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, additional paid-in capital and retained
earnings.  Capital and additional paid-in capital shall be classified
according to source and shown in separate accounts.





(e)           The
Treasurer shall provide appropriate and timely reports on the financial
condition of and the results of operations of the Corporation to the President
and the Board.


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(f)           The
Treasurer shall perform such other duties and may have such other authority and
powers as the Board may from time to time prescribe or as the President may from
time to time delegate.





Section 5.08 Vice
Presidents.  The Vice Presidents, if any, shall exercise and
perform: such powers and duties with respect to the administration of the
business affairs and operations of the Corporation as may from time to time be
assigned to each of them by the President or by the Board, or if not ranked, the
Vice President designated by the Board may perform all of the duties of the
President and when so acting shall have all of the powers of and be subject to
all the restrictions upon the President.





Section 5.09 Assistant
Secretaries.  The Assistant Secretaries, if any, may, in the
absence or disability of the Secretary, perform all of the duties of the
Secretary and when so acting shall have all the powers of and be subject to all
the restrictions upon the Secretary.





Section 5.10 Assistant
Treasurer.  The Assistant Treasurers, if any, may, in the
absence or disability of the Treasurer, perform all of the duties of the
Treasurer and when so acting shall have all the powers of and be subject to all
the restrictions upon the Treasurer.





Section 5.11 Compensation.  The
compensation, if any, of the officers and agents of the Corporation shall be
fixed from time to time by the Board or the Executive Committee.





ARTICLE
VI





AMENDMENTS





Section 6.01 Bylaws.  Subject
to applicable law and the limitations set forth in the Articles, new Bylaws may
be adopted or these Bylaws may be amended, restated or repealed by the
Shareholders or the Board, except that Sections 3.01 and 3.02 may only be
amended, restated or repealed by the Shareholders.





ARTICLE
VII





GENERAL
PROVISIONS





Section 7.01 Seal.  The
Board shall adopt a corporate seal, which shall be in the form of a circle and
shall bear the name of the Corporation and words and figures showing that the
Corporation was incorporated in the State of California and the date of
incorporation.





Section 7.02 Method of
Notice.  Whenever by statute, the Articles, these Bylaws, or
otherwise, notice is required to be given to a Director, committee member or
Shareholder, and no provision is made therein as to how the notice shall be
given, it shall not be construed to mean personal notice, but any such notice
may be given:





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(a)           in
writing by mail, first-class postage prepaid, addressed to the Director,
committee member, or Shareholder and the address appearing on the books of the
Corporation;





(b)           by
facsimile transmission; or





(c)           in
any other method permitted by law.





Any such
notice required or permitted to be given by mail shall be deemed given at the
time when the same is deposited in accordance with the terms of this Section in
the United States mails.





Section 7.03 Waiver of
Notice.  Except as otherwise provided by applicable law,
whenever notice is required to be given by these Bylaws or the Articles or by
law, the person entitled to said notice may waive such notice in writing, either
before or after the time stated therein, and such waiver shall be deemed
equivalent to notice.  All such waivers shall be filed in the Minute
Book of the Corporation or made a part of the minutes of the
meeting.





Section 7.04 Fiscal
Year.  The fiscal year of the Corporation shall end on the last
day of March in each year.





Section 7.05 Construction.  Whenever
the context so requires, the masculine gender shall include the feminine and
neuter genders and the singular shall include the plural, and
conversely.  If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:





(a)           the
remainder of these Bylaws shall be considered valid and operative,
and





(b)           effect
shall be given to the intent manifested by the portion held invalid or
inoperative.





Section 7.06 Headings.  The
headings set forth in these Bylaws are for organization, convenience and
clarity.  In interpreting these Bylaws, the headings shall be
subordinated in importance to other written material.





Section 7.07 Relation to the
Articles.  These Bylaws are subject to and are governed by the
Articles, the provisions of applicable law, and any written agreement by a
majority in interest of the Shareholders filed with the Corporation at its
principal place of business.


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CERTIFICATE
OF SECRETARY





I, the undersigned, certify that I am
the currently elected and acting Secretary of American Honda Receivables Corp.,
a California corporation, and the above Second Amended and Restated Bylaws,
consisting of 11 pages, are the Bylaws of this corporation as adopted at a
meeting of the Board of Directors held on April 1,
2004





Dated:
April 1,
2004





Executed
at Torrance,
CA





/s/ T. NishikioriT.
      Nishikiori, Secretary





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