as Issuer,



                       AMERICAN HONDA FINANCE CORPORATION,

                                as Administrator,



                        AMERICAN HONDA RECEIVABLES CORP.,

                                  as Depositor,



                                       and



                         U.S. BANK NATIONAL ASSOCIATION,

                              as Indenture Trustee











                            ADMINISTRATION AGREEMENT



                           Dated as of October 1, 2003













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                                TABLE OF CONTENTS



                                                                            Page

                                                                            ----



Section 1.01   Capitalized Terms; Interpretive Provisions......................1

Section 1.02   Duties of the Administrator.....................................2

Section 1.03   Records.........................................................7

Section 1.04   Compensation....................................................7

Section 1.05   Additional Information to be Furnished to the Issuer............8

Section 1.06   Independence of the Administrator...............................8

Section 1.07   No Joint Venture................................................8

Section 1.08   Other Activities of Administrator...............................8

Section 1.09   Term of Agreement; Resignation and Removal of Administrator.....8

Section 1.10   Action Upon Termination, Resignation or Removal.................9

Section 1.11   Notices.........................................................9

Section 1.12   Amendments.....................................................10

Section 1.13   Successors and Assigns.........................................10

Section 1.14   Governing Law..................................................11

Section 1.15   Headings.......................................................11

Section 1.16   Counterparts...................................................11

Section 1.17   Severability...................................................11

Section 1.18   Limitation of Liability of Owner Trustee and Indenture

               Trustee........................................................11

Section 1.19   Third-Party Beneficiary........................................11

Section 1.20   Rights of the Indenture Trustee................................12







                                    EXHIBITS



Exhibit A - Form of Power of Attorney .......................................A-1











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     This Administration Agreement, dated as of October 1, 2003 (the

"Agreement"), is among Honda Auto Receivables 2003-4 Owner Trust, as issuer (the

"Issuer"), American Honda Finance Corporation ("AHFC"), as administrator (in

such capacity, the "Administrator"), American Honda Receivables Corp. ("AHRC"),

as depositor (in such capacity, the "Depositor"), and U.S. Bank National

Association, as indenture trustee (the "Indenture Trustee").



     WHEREAS, the Issuer was created pursuant to the Amended and Restated Trust

Agreement, dated as of October 30, 2003 (the "Trust Agreement"), among the

Depositor, Citibank, N.A., as owner trustee (the "Owner Trustee"); and Wachovia

Trust Company, National Association, as Delaware trustee (the "Delaware

Trustee");



     WHEREAS, the Issuer is issuing 1.13% Asset Backed Notes, Class A-1, 1.58%

Asset Backed Notes, Class A-2, 2.19% Asset Backed Notes, Class A-3 and 2.79%

Asset Backed Notes, Class A-4 (collectively, the "Notes") pursuant to an

Indenture, dated as of the date hereof (the "Indenture"), between the Issuer and

the Indenture Trustee;



     WHEREAS, the Issuer has entered into certain agreements in connection with

the issuance of the Notes and of certain beneficial ownership interests of the

Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement, dated

as of the date hereof (the "Sale and Servicing Agreement"), among the Issuer,

AHRC, as transferor (in such capacity, the "Seller"), and AHFC, as servicer (in

such capacity, the "Servicer"), and (iii) a Letter of Representations, dated

October 30, 2003 (the "Note Depository Agreement" and, together with this

Agreement, the Indenture, the Sale and Servicing Agreement, the Control

Agreement and the Trust Agreement, the "Related Documents"), among the Issuer,

the Indenture Trustee and The Depository Trust Company;



     WHEREAS, pursuant to the Related Documents, the Issuer and the Owner

Trustee are required to perform certain duties in connection with (i) the Notes

and the collateral therefor pledged pursuant to the Indenture (the "Collateral")

and (ii) the beneficial ownership interests in the Issuer (the registered

holders of such interests being referred to herein as the "Owners");



     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator

perform certain of the duties of the Issuer and the Owner Trustee referred to in

the preceding clause and to provide such additional services consistent with the

terms of this Agreement and the other Related Documents as the Issuer and the

Owner Trustee may from time to time request; and



     WHEREAS, the Administrator has the capacity to provide the services

required hereby and is willing to perform such services for the Issuer and the

Owner Trustee on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained,

and of other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the parties hereto agree as follows:



     Section 1.01 Capitalized Terms; Interpretive Provisions.



     (a)   Capitalized terms used herein that are not otherwise defined shall

have the meanings ascribed thereto or incorporated by reference in the Sale and

Servicing Agreement, the



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Trust Agreement or the Indenture, as the case may be. Whenever used herein,

unless the context otherwise requires, the following words and phrases shall

have the following meanings:



     "Agreement" means this Administration Agreement, as amended, supplemented

or modified from time to time.



     "Related Documents" has the meaning set forth in the Preamble.



     (b)   For all purposes of this Agreement, except as otherwise expressly

provided or unless the context otherwise requires, (i) terms used in this

Agreement include, as appropriate, all genders and the plural as well as the

singular, (ii) references to this Agreement include all Exhibits hereto, (iii)

references to words such as "herein", "hereof" and the like shall refer to this

Agreement as a whole and not to any particular part, Article or Section within

this Agreement, (iv) the term "include" and all variations thereof shall mean

"include without limitation", (v) the term "or" shall include "and/or" and (vi)

the term "proceeds" shall have the meaning ascribed to such term in the UCC.



     Section 1.02 Duties of the Administrator.



     (a)   The Administrator agrees to perform all its duties as Administrator

and, except as specifically excluded herein, agrees to perform all the duties of

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