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Form 8-K for AMERICAN HONDA RECEIVABLES CORP HONDA AUTO OWNER TR 2003-5

30-Dec-2003

Acquisition or Disposition of Assets a

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Description of the Securities and the Auto Loans

American Honda Receivables Corp. registered issuances of up to $10,000,000,000 principal amount of Asset Backed Notes and Asset Backed Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by the Registration Statements on Form S-3 (Registration File No. 333-104875) (the "Registration Statement"). Pursuant to the Registration Statement, Honda Auto Receivables 2003-5 Owner Trust (the "Issuer") issued $1,014,853,000 Class A-1 1.14% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 1.57% Asset Backed Notes (the "Class A-2 Notes"), Class A-3 2.30% Asset Backed Notes (the "Class A-3 Notes") and Class A-4 2.96% Asset Backed Notes (the "Class A-4 Notes") (collectively, the "Notes"), on December 16, 2003. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes.

The Notes were issued pursuant to an Indenture (the "Indenture") attached hereto as Exhibit 4.1, dated as of December 1, 2003, between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee"). The Notes represent non-recourse obligations of the Issuer, which obligations are secured by the pledge by the Issuer to the Indenture Trustee of auto loans and certain related property.

The Notes evidence indebtedness of the Issuer, the assets of which consist primarily of fixed rate motor vehicle retail installment sales contracts secured by automobiles financed thereby.

As of the applicable cut-off date, which is December 1, 2003, the receivables possessed the characteristics described in the Prospectus dated August 12, 2003 and the Prospectus Supplement dated December 8, 2003, filed pursuant to Rule 424(b)(5) of the Act on December 8, 2003.

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         (c)      Exhibit 1.1. Underwriting Agreement, dated December 8, 2003,
                  among American Honda Receivables Corp. (the "Seller"),
                  American Honda Finance Corporation (the "Servicer") and Banc
                  of America Securities LLC.

                  Exhibit 4.1. Indenture, dated as of December 1, 2003, between
                  the Issuer and the Indenture Trustee.

                  Exhibit 4.2. Amended and Restated Trust Agreement, dated
                  December 16, 2003, among American Honda Receivables Corp. (the
                  "Depositor") and Deutsche Bank Trust Company Delaware (the
                  "Owner Trustee")

                  Exhibit 4.3. Sale and Servicing Agreement, dated December 1,
                  2003, among the Seller, the Servicer and the Issuer.

                  Exhibit 4.4. Receivables Purchase Agreement, dated as of
                  December 1, 2003, between American Honda Finance Corporation
                  (the "Seller") and American Honda Receivables Corp. (the
                  "Purchaser").

                  Exhibit 4.5. Administration Agreement, dated as of December 1,
                  2003, among the Issuer, American Honda Finance Corporation
                  (the "Administrator"), the Depositor and the Indenture
                  Trustee.