UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549






FORM
10-K




(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, 2009




or




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




For the
transition period from __________________ to
_________________________




333-138931-03


(Commission
file number of Issuing Entity)




NISSAN
AUTO RECEIVABLES 2008-B OWNER TRUST


(Exact
name of issuing entity specified in its charter)




333-138931


(Commission
file number of Depositor)




NISSAN
AUTO RECEIVABLES CORPORATION II


(Exact
name of depositor as specified in its charter)




NISSAN
MOTOR ACCEPTANCE CORPORATION


(Exact
name of sponsor as specified in its charter)




DELAWARE
            
            51-6597337(State
      or other jurisdiction of incorporation or organization of the Issuing
      Entity)
            
            (I.R.S.
      Employer
              Identification
      No.)




One Nissan Way, Franklin,
Tennessee37067


(Address
of principal executive
offices)                                                                                                                                  (Zip Code)




Registrant’s
telephone number, including area
code                                                     (615)
725-1121




Securities
registered pursuant to Section 12(b) of the Act:  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 (§229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  x  No  o
  x




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




Large
Accelerated Filer:    o                                                                                Accelerated
Filer:  o




Non-Accelerated
Filer:   x                                                                                Smaller
reporting company:  o


(Do not
check if a smaller reporting company)




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  Not applicable.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  Not
applicable.




DOCUMENTS
INCORPORATED BY REFERENCE




List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:  (1) Any annual report to security holder; (2) Any proxy
or information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933.  The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for the fiscal year ended December 24,
1980).  None










PART I




Item
      1.
            Business.




Not
applicable.




Item
      1A.
            Risk
      Factors.




Not
applicable.




Item
      1B.
            Unresolved Staff
      Comments.




Not
applicable.




Item
      2.
            Properties.




Not
applicable.




Item
      3.
            Legal
      Proceedings.




Not
applicable.




Item
      4.
            Submission of Matters
      to a Vote of Security
Holders.




No matter
was submitted during the fiscal year covered by this annual report to a vote of
holders of either the asset-backed notes (the “Notes”) or the asset-backed
certificates (the “Certificates”).




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).




Not
applicable.




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




Not
applicable.




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




Not
applicable.




Item 1117 of Regulation AB,
Legal Proceedings.




There are
no legal proceedings pending, or any proceedings known to be contemplated by
governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or
the “Servicer” and “Sponsor”), Nissan Auto Receivables Corporation II (the
“Depositor”), Deutsche Bank Trust Company Americas (the “Indenture Trustee”),
Wilmington Trust Company (the “Owner Trustee”), Nissan Auto Receivables 2008-B
Owner Trust (the “Issuing Entity”), or any property thereof, that are or would
be material to holders of the Notes and Certificates.










PART
II




Item
      5.
            Market for
      Registrant's Common Equity and Related Stockholder
      Matters.




(a)
            Not
      applicable.




(b)
            Not
      applicable.




Item
      6.
            Selected Financial
      Data.




Not
applicable.




Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.




Not
applicable.




Item
      7A.
            Quantitative and
      Qualitative Disclosures About Market
  Risk.




Not
applicable.




Item
      8.
            Financial Statements
      and Supplementary Data.




Not
applicable.




Item
      9.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure.




Nothing
to report.




Item
      9A.
            Controls and
      Procedures.




Not
applicable.




Item
      9A.(T)
            Controls and
      Procedures.




Not
applicable.




Item
      9B.
            Other
      Information.




No other
information.




PART III




Item
      10.
            Directors and
      Executive Officers of the
Registrant.




Item not
applicable due to no directors or executive officers.




Item
      11.
            Executive
      Compensation.




Not
applicable.




Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters.




Not
applicable.











Item
      13.
            Certain
      Relationships and Related
Transactions.




Not
applicable.




Item
      14.
            Principal Accountant
      Fees and Services.




Not
applicable.




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 originates all of the pool assets owned by the Issuing Entity (in such
capacity, the “Originator”) and services the pool assets.  The
Depositor is a wholly-owned subsidiary of NMAC (including in its role as
originator, servicer and sponsor).  Through its purchase of the
Certificates, the Depositor has acquired a 100% ownership interest in the
Issuing Entity; therefore, the Issuing Entity is an affiliated party of the
Depositor and, indirectly, of the Sponsor (including in its role as originator
and servicer).




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 this asset-backed securities transaction involving
the issuance of the Notes and Certificates by the Issuing Entity, between the
Sponsor, the Depositor or the Issuing Entity and any of the parties, or
affiliates of such parties, mentioned in this Item.




Item 1122 of Regulation AB,
Compliance with applicable Servicing Criteria




(a)
            The
      following documents are filed as part of this
  report.




Exhibit
No.




33.1
            Report
      on Assessment of Compliance with Applicable Servicing Criteria for
      Asset-Backed Securities of Nissan Motor Acceptance
    Corporation


33.2
            Management’s
      Assertion on Compliance with Regulation AB (Deutsche Bank Trust Company
      Americas)


34.1
            Report
      of Independent Registered Public Accounting Firm (Ernst & Young
      LLP)


34.2
            Report
      of Independent Registered Public Accounting Firm (KPMG
  LLP)




The
Servicer has complied, in all material respects, with the Applicable Servicing
Criteria.




Item 1123 of Regulation AB,
Servicer Compliance Statement




(a)
            The
      following documents are filed as part of this
  report.




Exhibit
      No.




35.1
            Servicer
      Compliance Statement of Nissan Motor Acceptance
  Corporation







PART
IV






Item
      15.
            Exhibits and Financial
      Statement Schedules.




(a)(1)
            Not
      applicable.




(a)(2)
            Not
      applicable.




(a)(3)
            The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.




(b)
            The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.




(c)
            Not
      applicable.






Supplemental
information to be furnished with Reports Filed Pursuant to Section 15(d) of the
Act by Registrants which have not Registered Securities Pursuant to Section 12
of the Act.




No annual
report, proxy statement, form of proxy or other proxy soliciting material has
been sent to certificateholders, and the registrant does not presently
contemplate sending any such materials subsequent to the filing of this
report.









SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.






NISSAN AUTO
RECEIVABLES 2008-B OWNER TRUST




By:       Nissan
Motor Acceptance Corporation, Servicer








By:/s/ Steven R.
Lambert


Steven R. Lambert


President and Chief Executive
Officer


(senior officer in charge of
servicing


function)




Date:                      June
29, 2009





EXHIBIT
INDEX




The
following exhibits are filed as part of this annual report or, where indicated,
were heretofore filed and are hereby incorporated by reference.




Exhibit No.3.1
            Amended
      and Restated Certificate of Incorporation of NARC II3.2
            Bylaws
      of NARC II4.1
            Sale
      and Servicing Agreement, dated as of June 19, 2008, by and among the
      Issuing Entity, NARC II, as seller, and NMAC, as servicer (incorporated by
      reference to Exhibit 4.1 of Form 8-K, dated June 24, 2008, File No.
      333-138931-03)4.2
            Indenture,
      dated as of June 19, 2008, by and between the Issuing Entity, and the
      Indenture Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K,
      dated June 24, 2008, File No. 333-138931-03)4.3
            Purchase
      Agreement, dated as of June 19, 2008, by and between NARC II, as
      purchaser, and NMAC, as seller (incorporated by reference to Exhibit 4.3
      of Form 8-K, dated June 24, 2008, File No.
  333-138931-03)4.4
            Second
      Amended and Restated Trust Agreement, dated as of June 19, 2008, by and
      between NARC II, as depositor, and Wilmington Trust Company, as Owner
      Trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, dated June
      24, 2008, File No. 333-138931-03)4.5
            Administration
      Agreement, dated as of June 19, 2008, by and among the Issuing Entity,
      NMAC, as administrator, the Indenture Trustee and the Owner Trustee
      (incorporated by reference to Exhibit 4.5 of Form 8-K, dated June 24,
      2008, File No. 333-138931-03)4.6
            Yield
      Supplement Agreement, dated as of June 19, 2008, by and among the Issuing
      Entity, NARC II, as seller, NMAC, as servicer, and the Indenture Trustee
      (incorporated by reference to Exhibit 4.6 of Form 8-K, dated June 24,
      2008, File No. 333-138931-03)31.1
            Certification
      of Senior Officer in Charge of the Servicing Function of the Servicer
      Pursuant to Rule 15d-14(d)33.1
            Report
      on Assessment of Compliance With Applicable Servicing Criteria for
      Asset-Backed Securities of Nissan Motor Acceptance
    Corporation33.2
            Management’s
      Assertion on Compliance With Regulation AB (Deutsche Bank Trust Company
      Americas)34.1
            Report
      of Independent Registered Public Accounting Firm (Ernst &
      Young  LLP)34.2
            Report
      of Independent Registered Public Accounting Firm (KPMG
  LLP)35.1
            Servicer
      Compliance Statement of Nissan Motor Acceptance
  Corporation99.1
            Annual
      Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to
      Holders of Notes and Certificates