Exhibit
      3.2





**BYLAWS**





**OF**




**NISSAN
      AUTO RECEIVABLES CORPORATION II**




ARTICLE
      ONE




MEETINGS
      OF STOCKHOLDERS




Section
      1.01.  Time
      and Place .
      All
      meetings of stockholders shall be held at such time and place, whether within
      or
      without the State of Delaware, as shall be determined by the President or the
      Board of Directors.




Section
      1.02.  Annual
      Meeting .
      An
      annual meeting of stockholders shall be held each year, commencing in July
      2001,
      at which the stockholders shall elect a Board of Directors and transact such
      other business as may properly be brought before the meeting.




Section
      1.03.  Special
      Meetings .
      Special
      meetings of stockholders, for any purpose, unless otherwise prescribed by
      statute or by the Certificate of Incorporation, may be called by the President
      or the Board of Directors. Any such request shall state the purpose or purposes
      of the proposed meeting.




Section
      1.04.  Notice
      of Meetings .
      Written
      notice of each meeting of stockholders stating the place, date and hour thereof,
      and, in the case of a special meeting, specifying the purpose or purposes
      thereof and the person or persons by whom or at whose direction such meeting
      has
      been called, shall be given, in the manner prescribed by Section 4.01 of these
      Bylaws, to each stockholder entitled to vote at such meeting, not less than
      10
      nor more than 60 days prior to the meeting.




Section
      1.05.  Quorum .
      Except
      as otherwise provided by statute or the Certificate of Incorporation, the
      holders of a majority of the shares of the Corporation issued and outstanding
      and entitled to vote, present in person or by proxy, shall be necessary to
      and
      shall constitute a quorum for the transaction of business at each meeting of
      stockholders.




Section
      1.06.  Voting .
      Unless
      otherwise required by law, the Certificate of Incorporation or these Bylaws,
      any
      question brought before any meeting of stockholders shall be decided by the
      vote
      of the holders of a majority of the stock represented and entitled to vote
      at
      such meeting. Each stockholder represented at a meeting of stockholders shall
      be
      entitled to cast one vote for each share of the capital stock held by such
      stockholder and entitled to vote at such meeting. Such votes may be cast in
      person or by proxy but no proxy shall be voted on or after three years from
      its
      date, unless such proxy provides for a longer period. The Board of Directors,
      in
      its discretion, or the officer of the Corporation presiding at a meeting of
      stockholders, in his discretion, may require that any votes cast at such meeting
      shall be cast by written ballot.




Section
      1.07.  Stockholder
      Consent in Lieu of Meetings .
      Whenever the vote of stockholders at a meeting thereof is required or permitted
      by the laws of the State of Delaware, the Certificate of Incorporation or these
      Bylaws to be taken in connection with any corporate action, the meeting and
      vote
      of stockholders may be dispensed with if the holders of 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, consent in writing to such corporate action
      being taken. Any such written consent shall be filed with the Secretary of
      the
      Corporation.






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ARTICLE
      TWO




DIRECTORS




Section
      2.01.  Board
      of Directors .
      The
      property and business of the Corporation shall be managed by its Board of
      Directors, which may exercise all such powers of the Corporation and do all
      such
      lawful acts and things on its behalf as are not, by statute, the Certificate
      of
      Incorporation or these Bylaws, directed or required to be exercised or done
      by
      the stockholders.




Section
      2.02.  Number
      of Directors .
      The
      Board of Directors shall consist of five (5) directors until changed pursuant
      to
      this Section or the Certificate of Incorporation. The authorized number of
      directors on the Board shall not be less than three nor more than five unless
      changed by a duly adopted Bylaw or an amendment to the Certificate of
      Incorporation. The exact number of directors may be changed from time to time
      within the limits specified either by resolution duly adopted by the Board
      of
      Directors or by approval of the stockholders, except that no decrease in the
      size of the Board of Directors shall eliminate the seat or shorten the term
      of
      any director who is required to be an “Independent Director” pursuant to the
      Certificate of Incorporation. The term of any incumbent director that is not
      required to be an Independent Director shall not be shortened unless such
      director is specifically removed pursuant to Section 2.03 of these Bylaws at
      the
      time of such decrease.




Section
      2.03.  Resignation
      and Removal .
      Any
      director may resign at any time by written notice to the Corporation. Any
      director may be removed, for cause or without cause, by the stockholders,
      provided, however, that no Independent Director shall be removed by the
      stockholders, for cause or without cause, unless a new Independent Director
      shall be elected in his place.




Section
      2.04.  Vacancies .
      Any
      vacancy in the Board of Directors occurring by reason of death, resignation
      or
      disqualification of any director, the removal of any director from office for
      cause or without cause, an increase in the number of directors, or otherwise,
      may be filled by the remaining directors or by the stockholders, provided,
      however, that the filling of such seat be in accordance with the provisions
      of
      the Certificate of Incorporation. Each director elected to fill a vacancy shall
      hold office for a term expiring at the next succeeding annual meeting of
      stockholders and until his successor is elected and has qualified or until
      his
      earlier displacement from office by resignation, removal or
      otherwise.




Section
      2.05.  Committees .
      The
      Board of Directors may designate from among its members committees which may
      exercise any of the powers of the Board of Directors to the extent the Board
      of
      Directors so provides.




Section
      2.06.  Election
      and Term of Directors .
      Directors shall be elected annually or at such time as is required by the
      Certificate of Incorporation, by election at the annual meeting of stockholders
      or by written consent of the holders of stock entitled to vote thereon in lieu
      of such meeting. If the annual election of directors is not held on the date
      designated therefor, the directors shall cause such election to be held as
      soon
      thereafter as convenient. Each director shall hold office from the time of
      his
      election and qualification until his successor is elected and qualified or
      until
      his earlier resignation or removal.










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ARTICLE
        THREE
  MEETING
        OF THE BOARD


Section
      3.01.  Time
      and Place; Telephonic Meetings .
      Meetings of the Board of Directors may be held at such time and place, within
      or
      without the State of Delaware, as shall be determined by the President or the
      Board of Directors. Members of the Board of Directors may participate in a
      meeting of the Board by means of conference telephone or similar communications
      equipment permitting all persons participating in the meeting to hear each
      other, and participation in a meeting by such means shall constitute presence
      in
      person at such meeting.




Section
      3.02.  First
      Meeting .
      The
      directors elected at each annual meeting of stockholders may hold their first
      meeting within 10 days following the annual meeting, at such time and place
      as
      shall be fixed by resolution of the Board of Directors prior to the annual
      meeting or by the consent in writing of all of the newly-elected directors,
      and
      no notice of such meeting to the newly-elected directors shall be necessary
      in
      order legally to constitute the meeting, provided a quorum shall be
      present.




Section
      3.03.  Regular
      Meetings .
      Regular
      meetings of the Board of Directors may be held, without notice, at such time
      and
      place as shall from time to time be fixed in advance by resolution of the
      Board.




Section
      3.04.  Special
      Meetings .
      Special
      meetings of the Board of Directors may be called by the President, and at the
      written request of any director shall be called by the President or the
      Secretary. Written notice of each special meeting of directors stating the
      time
      and place, and, if deemed appropriate by the person or persons by whom or at
      whose request the meeting is being called, the purpose or purposes thereof,
      shall be personally received by each director at least three days before such
      meeting. The time and place of any special meeting of directors may also be
      fixed by a duly executed waiver of notice thereof.




Section
      3.05.  Quorum
      and Voting .
      At all
      meetings of the Board of Directors a majority of the entire Board of Directors
      shall be necessary and sufficient to constitute a quorum for the transaction
      of
      business, and the vote of a majority of the directors present at any meetings
      at
      which a quorum is present shall be the act of the Board of Directors, except
      as
      may otherwise specifically be provided by statute, the Certificate of
      Incorporation or these Bylaws. If a quorum shall not be present at any meeting
      of the Board of Directors, the members of the Board present may adjourn the
      meeting from time to time, without notice other than an announcement at the
      meeting, until a quorum shall be present.




Section
      3.06.  Director
      Consent in Lieu of Meetings .
      Any
      action of the Board of Directors or any committee thereof required or permitted
      to be taken at any meeting of the Board of Directors or of any committee thereof
      may be taken without a meeting if all of the members of the Board or committee,
      as the case may be, consent thereto in writing and such writing or writings
      are
      filed with the minutes of the proceedings of the Board or
      committee.




ARTICLE
      FOUR




NOTICE




Section
      4.01.  Delivery
      of Notices .
      Notices
      to directors and stockholders shall be in writing and may be delivered
      personally or by mail. Notice by mail shall be deemed to be given at the time
      when deposited in the post office or a letter box, enclosed in a






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post-paid
      sealed wrapper, and addressed to directors or stockholders at their respective
      addresses appearing on the books of the Corporation, unless any such director
      or
      stockholder shall have filed with the Secretary of the Corporation a written
      request that notices intended for him be mailed or delivered at the address
      designated in such request. Notice to directors may also be given by telegram
      or
      by leaving the notice at the residence or usual place of business or a
      director.




Section
      4.02.  Waivers
      of Notice .
      Whenever any notice is required by law, the Certificate of Incorporation or
      these Bylaws, to be given to any director, member of a committee or stockholder,
      a waiver thereof in writing, signed, by the person or persons entitled to such
      notice, whether before or after the time stated therein, shall be deemed
      equivalent thereto. Attendance of a person at a meeting shall constitute a
      waiver of notice of such meeting except when the person attends a meeting for
      the express purpose of objecting at the beginning of the meeting to the
      transaction of any business because the meeting is not lawfully called or
      convened. No such waiver need specify the business to be transacted at nor
      the
      purpose of such meeting.




ARTICLE
      FIVE




OFFICERS




Section
      5.01.  Executive
      Officers .
      The
      executive officers of the Corporation shall be a Chairman of the Board, a
      President, a Treasurer and a Secretary. Any number of offices may be held by
      the
      same person, unless otherwise prohibited by law, the Certificate of
      Incorporation or these Bylaws. The executive officers of the Corporation shall
      exercise such powers and perform such duties as are set forth herein and such
      additional powers and duties as the Board of Directors may at any time or from
      time to time determine to be advisable, and shall be chosen annually by the
      Board of Directors at its first meeting following the meeting of stockholders
      at
      which the Board was elected.




Section
      5.02.  Chairman
      of the Board .
      The
      Chairman of the Board of Directors shall preside at all meetings of the Board
      of
      Directors at which he is present, and shall exercise general supervision of
      the
      other officers and employees of the Corporation on behalf of the Board of
      Directors.




Section
      5.03.  Vice
      Chairman of the Board .
      The
      Vice Chairman of the Board of Directors, if elected, shall perform the duties
      of
      the Chairman of the Board of Directors at the Chairman’s request, or in the case
      of his absence or inability to act, and when so acting shall have all the powers
      of the Chairman.




Section
      5.04.  President .
      The
      President of the Corporation, subject to the direction of the Board of Directors
      and its Chairman, shall be the chief executive officer of the Corporation,
      shall
      have general charge of the business and affairs of the Corporation, shall have
      the direction of all other officers, agents and employees and may assign such
      duties to such other officers of the Corporation as he deems
      appropriate.




Section
      5.05.  Treasurer .
      The
      Treasurer of the Corporation shall have charge and custody of and be responsible
      for all funds and securities of the Corporation and its books of
      account.




Section
      5.06.  Secretary .
      The
      Secretary shall have the duty to record the proceedings of the meetings of
      the
      stockholders and directors in a book to be kept for that purpose and shall
      be
      the custodian of the Corporation’s other corporate records.








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Section
      5.07.  Other
      Officers and Agents .
      The
      Board of Directors may also appoint a Vice Chairman of the Board, one or more
      Assistant Treasurers or Secretaries and such other officers and agents as it
      shall deem necessary who shall exercise such powers and perform such duties
      as
      set forth herein or as the Board of Directors may at any time or from time
      to
      time determine to be advisable.




Section
      5.08.  Tenure;
      Resignation; Removal; Vacancies .
      Each
      officer of the Corporation shall hold office until his successor is elected
      or
      appointed or until his earlier displacement from office by resignation, removal
      or otherwise; provided, that if the term of office of any officer elected or
      appointed pursuant to these Bylaws shall have been fixed by the Board of
      Directors, he shall cease to hold such office no later than the date of
      expiration of such term, regardless of whether any other person shall have
      been
      elected or appointed to succeed him. Any officer may resign by written notice
      to
      the Corporation and may be removed for cause or without cause by the Board
      of
      Directors, provided that any such removal shall be without prejudice to the
      rights, if any, of the officer so removed under any employment contract or
      other
      agreement with the Corporation. If the office of any officer becomes vacant
      for
      any reason, the vacancy may be filled by the Board of Directors.




ARTICLE
      SIX




AMENDMENTS




Section
      6.01.  Power
      to Amend .
      These
      Bylaws may be amended or repealed, and new Bylaws may be adopted, by vote of
      the
      Board of Directors or of the stockholders entitled at the time to vote for
      the
      election of directors.




ARTICLE
      SEVEN




INDEMNIFICATION




Section
      7.01.  Right
      to Indemnification .




(i)  Persons
      Entitled to Indemnification .  Subject
      to applicable Delaware law as existing or hereafter amended, the Corporation
      will indemnify and hold harmless each person who was or is a party or is
      threatened to be made a party to or is involved in any action, suit or
      proceeding, whether civil, criminal, administrative or investigative (a **“Proceeding”** ),
      by
      reason of the fact that he or she, or a person of whom he or she is the legal
      representative, is or was a director or officer of the Corporation ( **“Indemnitee”** ).
      Further, this indemnification right will extend to each person who is or was
      serving at the request of the Corporation as a director, officer, employee
      or
      agent of another corporation or of a partnership, joint venture, trust or other
      enterprise, including service with respect to employee benefit
      plans.




(ii)  Scope
      of Indemnification .
      The
      indemnification right will extend to persons entitled to such right whether
      the
      basis of such proceeding is alleged action or inaction in an official capacity
      or in any other capacity while serving as a director, officer, employee or
      agent.




(iii)  Expenses
      Indemnified .
      The
      Corporation will indemnify persons entitled to indemnity against all costs,
      charges, expenses, liabilities and losses (including attorneys’ fees, judgments,
      fines, ERISA excise taxes or penalties and amounts paid or to be paid in
      settlement) reasonably incurred or suffered by such Indemnitee in connection
      therewith.








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(iv)  Survival .
      The
      indemnification right outlined in this paragraph 7.01, unless otherwise provided
      when authorized or ratified, will continue as to a person who has ceased to
      be a
      director, officer, employee or agent. Further, the indemnification right will
      inure to the benefit of such Indemnitee’s heirs, executors and administrators.




(v)  Limitation
      of Indemnification .
      The
      Corporation will indemnify any Indemnitee seeking indemnification in connection
      with a proceeding (or part thereof) initiated by such Indemnitee only if such
      proceeding (or part thereof) was authorized by the Board.




Section
      7.02.  Repayment
      of Indemnified Expenses .
      The
      right to indemnification conferred in this Article shall be a contract right
      and
      shall include the right to be paid by the Corporation the expenses incurred
      in
      defending any such proceeding in advance of its final disposition ( **“Advance
      Payment”** ).
      Nevertheless, if Delaware law so requires, such Advance Payment of expenses
      incurred by an Indemnitee in his or her capacity as a director or officer (and
      not in any other capacity in which service was or is rendered by such person
      while a director or officer including, without limitation, service to an
      employee benefit plan) will be made only upon delivery to the Corporation of
      an
      undertaking, by or on behalf of such Indemnitee, to repay all amounts so
      advanced if it shall ultimately be determined that such Indemnitee is not
      entitled to be indemnified under this paragraph, under Delaware law, or
      otherwise.




Section
      7.03.  Indemnification
      of Other Persons .
      The
      Corporation may, by action of the Board, provide indemnification to employees
      and agents of the Corporation with the same scope and effect as the
      indemnification of directors and officers as outlined in paragraphs **** 7.01
      and
      7.02 above.




Section
      7.04.  Right
      of Claimant to Bring Suit .
      If a
      claim brought under paragraph 7.01, 7.02, or 7.03 **** of
      this
      Article is not paid in full by the Corporation within thirty days after a
      written claim has been received by the Corporation, the claimant may at any
      time
      thereafter bring suit against the Corporation to recover the unpaid amount
      of
      the claim. If the claimant’s suit is successful in whole or in part, the
      claimant will be entitled to recover also the expense of prosecuting such claim.




(i)  Valid
      Defenses to the Claimant’s Action .
      It
      shall be a defense to any such action (other than an action brought to enforce
      a
      claim for Advance Payment where the required undertaking, if any is required,
      has been tendered to the Corporation) that the claimant has failed to meet
      a
      standard of conduct which makes it permissible under Delaware law for the
      Corporation to indemnify the claimant for the amount claimed.




(ii)  Invalid
      Defenses to the Claimant’s Action .
      Neither
      of the following acts or omissions will be a defense to the claimant’s action or
      create a presumption that the claimant has failed to meet the standard of
      conduct described in paragraph 7.04(i) **** above:




(a)  the
      failure of the Corporation (including its Board, independent legal counsel,
      or
      its stockholders) to have made a determination prior to the commencement of
      such
      action that indemnification of the claimant is permissible in the circumstances
      because the claimant has met such standard of conduct; or




(b)  an
      actual
      determination by the Corporation (including its Board, independent legal
      counsel, or its stockholders) that the claimant has not met such standard of
      conduct.






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Section
      7.05.Non-Exclusivity
      of Rights.
      The
      right to indemnification and to Advance Payments conferred in this Article
      shall
      not be exclusive of any other right which any person may have or hereafter
      acquire under any: (i) statute; (ii) provision of the Certificate of
      Incorporation; (iii) bylaw; (iv) agreement; (v) vote of stockholders; (vi)
      vote
      of disinterested directors; or (vii) otherwise.




Section
      7.06.  Insurance .
      Regardless of whether the Corporation would have the power under Delaware law
      to
      indemnify itself or any director, officer, employee or agent of the Corporation
      or another corporation, partnership, joint venture, trust or other enterprise,
      the Corporation may maintain insurance, at its expense, to protect such persons
      or entities against any such expense, liability or loss.




Section
      7.07.  Certain
      Provisions Related to Employee Benefit Plans .
      For
      purposes of this Article, references to “other enterprises” shall include
      employee benefit plans; references to “fines” shall include any excise taxes
      assessed on a person with respect to any employee benefit plan; and references
      to “serving at the request of the Corporation” shall include any service as a
      director, officer, employee or agent of the Corporation which imposes duties
      on,
      or involves services by, such director, officer, employee or agent with respect
      to an employee benefit plan, its participants or beneficiaries.




Section
      7.08.  Expenses
      as a Witness .
      The
      Corporation will indemnify any director, officer, employee or agent of the
      Corporation who, by reason of such position, or a position with another entity
      at the request of the Corporation, is a witness in any Proceeding. Such
      indemnity will cover all costs and expenses actually and reasonably incurred
      by
      the witness or on his or her behalf in connection with the
      Proceeding.




Section
      7.09.  Indemnity
      Agreements .
      The
      Corporation may enter into agreements with any director, officer, employee
      or
      agent of the Corporation providing for indemnification to the full extent
      permitted by Delaware law.




ARTICLE
      EIGHT




CAPITAL
      STOCK




Section
      8.01.  Certificates .
      Certificates for stock of the Corporation shall be approved by the Board of
      Directors and shall be signed in the name of the Corporation by the Chairman
      of
      the Board, or a Vice Chairman of the Board, if any, or the President or a Vice
      President, if any, and by the Treasurer or an Assistant Treasurer, if any,
      or
      the Secretary or an Assistant Secretary, if any. Such certificates may be sealed
      with the seal of the Corporation or a facsimile thereof. Any of or all the
      signatures on a certificate may be facsimile signatures. In case any officer,
      transfer agent or registrar who has signed or whose facsimile signature has
      been
      placed upon a certificate shall have ceased to be such officer, transfer agent
      or registrar before such certificate is issued, it may be issued by the
      Corporation with the same effect as if he were such officer, transfer agent
      or
      registrar at the date of issue.




ARTICLE
      NINE




CHECKS,
      NOTES, DRAFTS, ETC.




Section
      9.01.  Checks,
      Notes, Drafts, Etc .
      Checks,
      notes, drafts, acceptances, bills of exchange and other orders or obligations
      for the payment of money shall be signed by such officer or officers or person
      or persons as the Board of Directors or a duly authorized committee thereof
      may
      from time to time designate.






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ARTICLE
      TEN


OFFICES


Section
      10.01.  Location
      of Offices .
      The
      Corporation may have offices at such places both within and without the State
      of
      Delaware as the Board of Directors may from time to time determine.




ARTICLE
      ELEVEN




GENERAL
      RESOLUTIONS




Section
      11.01.  Corporate
      Seal .
      The
      corporate seal shall have inscribed thereon the name of the Corporation, the
      year of its organization and the words “Corporate Seal, Delaware.” The seal may
      be used by causing it or a facsimile thereof to be impressed, affixed or
      otherwise reproduced.


































































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