Exhibit
        3.1
 
 **AMENDED
        AND RESTATED**
  **CERTIFICATE
        OF INCORPORATION**
  **OF**
  **NISSAN
        AUTO RECEIVABLES CORPORATION II**
   ARTICLE
        ONE
  NAME;
        REGISTERED AGENT; INCORPORATOR
  Section
        1.01.  The
        name
        of the corporation (the “Corporation”) is Nissan Auto Receivables Corporation
        II.
  Section
        1.02.  The
        address of the Corporation’s registered office in the State of Delaware is 2711
        Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its
        registered agent at such address is Corporation Service Company in the county
        of
        New Castle.
  Section
        1.03.  The
        incorporator of the Corporation is Ann M. Nishimura, whose mailing address
        is
        990 West 190 th Street,
        Torrance, California 90502.
  ARTICLE
        TWO
  PURPOSE
        OF CORPORATION
  Section
        2.01.  The
        nature of the business or purposes to be conducted or promoted by the
        Corporation consist solely of the following activities:
  (i)  acquire
        from time to time all right, title and interest in and to (or beneficial
        interests in and to) receivables or leases arising out of or relating to
        the
        sale or lease of new or used motor vehicles, including automobiles and light
        and
        heavy duty trucks, monies due thereunder, security interests in the motor
        vehicles financed thereby, proceeds from claims on insurance policies related
        thereto, and related rights (collectively, “Receivables”);
  (ii)  acquire,
        own, hold, service, sell, assign, pledge and otherwise deal with the
        Receivables, collateral securing the Receivables, related insurance policies,
        agreements with motor vehicle dealers or lessors or other originators or
        servicers of Receivables or other similar or related assets and any proceeds
        or
        further rights associated with any of the foregoing;
  (iii)  transfer
        Receivables to trusts or other entities (the “Trusts”) pursuant to one or more
        pooling and servicing agreements, sale and servicing agreements or other
        agreements (the “Agreements”) to be entered into by and among, among others, the
        corporation, the trustee or other representative named therein (the “Trustee”)
        and any entity acting as servicer of the Receivables;
  (iv)  authorize,
        sell and deliver any class of certificates or other securities (collectively,
        the “Certificates”) issued by the Trusts under the related
        Agreements;
  (v)  acquire
        from Nissan Motor Acceptance Corporation, a California corporation (“NMAC”),
        certificates issued by one or more trusts or other entities to which NMAC
        or one
        of its subsidiaries transferred Receivables;
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 (vi)  issue,
        sell, authorize and deliver one or more series and classes of bonds, notes
        or
        other evidences of indebtedness secured or collateralized by one or more
        pools
        of Receivables or by certificates of any class issued by one or more Trusts
        or
        by certificates of any class issued by a trust or other entity established
        by
        NMAC (collectively, the “Notes”);
  (vii)  hold
        and
        enjoy all of the rights and privileges of any Certificates issued by the
        Trusts
        to the corporation under the related Agreements and to hold and enjoy all
        of the
        rights and privileges of any class of any series of Notes, including any
        class
        of Notes or certificates which may be subordinate to any other class of Notes
        or
        certificates, respectively;
  (viii)  to
        loan
        to affiliates or others or otherwise invest or apply funds received as a
        result
        of the Corporation’s interest in any Trusts or Certificates and any other
        income, as determined by the Board of Directors from time to time;
  (ix)  perform
        its obligations under the Agreements and any indenture or other agreement
        (each,
        an “Indenture”) pursuant to which any Certificates or Notes are issued;
        and
  (x)  engage
        in
        any activity and to exercise any powers permitted to corporations under the
        laws
        of the State of Delaware that are related or incidental to the foregoing
        and
        necessary, convenient or advisable to accomplish the foregoing.
  ARTICLE
        THREE
  CAPITAL
        STOCK
  Section
        3.01.  The
        Corporation shall have one class of stock designated as Common Stock, and
        the
        total number of shares of stock of that class that the Corporation shall
        have
        authority to issue is 1,000 shares, with a par value of $1.00 per share.
        No
        stockholder shall have any preemptive right to acquire additional shares
        of the
        Corporation.
  ARTICLE
        FOUR
  INDEPENDENT
        DIRECTORS
  Section
        4.01.  The
        Corporation shall at all times, except as noted hereafter, have at least
        one
        director (an “Independent Director”) who was not, at the time of such
        appointment or at any other time in the preceding five years (i) a director,
        officer or employee of any affiliate of the Corporation (other than any limited
        purpose or special purpose corporation or limited liability company similar
        to
        the Corporation); (ii) a person related to any officer or director of any
        affiliate of the Corporation (other than any limited purpose or special purpose
        corporation or limited liability company similar to the Corporation); (iii)
        a
        direct or indirect holder of more than 10% of any voting securities of any
        affiliate of the Corporation; (iv) a person related to a direct or indirect
        holder of more than 10% of any voting securities of any affiliate of the
        Corporation; (v) a material creditor, material supplier, employee, officer,
        director, family member, manager, or contractor of the Corporation or its
        affiliates; or (vi) a person who controls (whether directly, indirectly,
        or
        otherwise) the Corporation or its affiliates or any material creditor, material
        supplier, employee, officer, director, manager or material contractor of
        the
        Corporation or its affiliates. The requisite number of Independent Directors
        shall increase and decrease proportionally depending on the total authorized
        number of directors, such that, if the authorized number of directors is
        set at
        three or four directors, there shall be one Independent Director and if the
        authorized number of directors is set at five directors, there shall be two
        Independent Directors. In the event of the death,
    10
   incapacity,
        resignation or removal of one or more Independent Directors, such that the
        number of Independent Directors is reduced below the then required number
        of
        Independent Directors, the board of directors of the Corporation (the “Board of
        Directors”) shall promptly appoint one or more new Independent Directors such
        that the Corporation has the requisite number of Independent Directors. The
        Board of Directors shall not vote on any matter unless and until at least
        one
        Independent Director has been duly appointed to serve on the Board of
        Directors.
  Section
        4.02.  In
        voting
        on bankruptcy matters, an independent director must take into account the
        interests of the holders of rated securities. When making decisions, an
        independent director must also consider the interests of the Corporation’s
        creditors.
  ARTICLE
        FIVE
  LIMITATIONS
        ON ACTIONS BY THE CORPORATION
  Section
        5.01.  Notwithstanding
        any other provision of this certificate of incorporation (this “Certificate”) or
        any provision of law, the Corporation shall not do any of the
        following;
  (a)  without
        the unanimous affirmative vote of the entire Board of Directors (without
        any
        vacancies or unfilled newly created directorships and including the independent
        director(s)), engage in any business or activity other than as set forth
        in
        Article Two;
  (b)  without
        the unanimous affirmative vote of the entire Board of Directors (without
        any
        vacancies or unfilled newly created directorships and including the independent
        director(s)), (i) dissolve or liquidate, in whole or in part, or institute
        proceedings to be adjudicated bankrupt or insolvent; (ii) file, consent to
        the
        filing of or join in the filing of, a bankruptcy or insolvency petition or
        otherwise institute bankruptcy or insolvency proceedings; (iii) file a petition
        seeking or consent to reorganization or relief under any applicable federal
        or
        state law relating to bankruptcy; (iv) consent to the appointment of a receiver,
        liquidator, assignee, trustee, sequestrator or other similar official as
        to the
        Corporation or a substantial part of its property; (v) make any assignment
        for
        the benefit of creditors; (vi) admit in writing its inability to pay its
        debts generally as they become due; (vii) institute, or join in the
        institution of, any bankruptcy, insolvency, liquidation, reorganization or
        arrangement proceedings or other proceedings under any federal or state
        bankruptcy or similar law, against any entity in which the Corporation holds
        an
        ownership interest; or (viii) take any corporate action in furtherance of
        the
        actions set forth in clauses (i) through (vii) of this paragraph; provided,
        however, that no director may be required by any stockholder of the Corporation
        to consent to the institution of bankruptcy or insolvency proceedings against
        the Corporation so long as it is solvent;
  (c)  without
        the unanimous affirmative vote of the entire Board of Directors (without
        any
        vacancies or unfilled newly created directorships and including the independent
        director(s)), merge or consolidate with any other corporation, company or
        entity, sell all or substantially all of its assets or acquire all or
        substantially all of the assets, capital stock or other ownership interest
        of
        any other corporation, company or entity, except for the acquisition of (i)
        Receivables from NMAC or any of its subsidiaries or (ii) trust interests
        or
        securities or other assets from NMAC or an affiliate thereof;
  (d)  without
        the unanimous affirmative vote of the entire Board of Directors (without
        any
        vacancies or unfilled newly created directorships and including the independent
        director(s)), amend the Certificate of the Corporation;
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 (e)  if
        the
        Corporation has outstanding any securities rated by a nationally recognized
        statistical rating organization (an “NRSRO”), without prior written notice to
        such NRSRO, engage in any dissolution, liquidation, consolidation, merger
        or
        asset sale, out of the ordinary course of business; or
  (f)  if
        the
        Corporation has outstanding any securities rated by an NRSRO, incur any debt
        (other than indebtedness that secures securities rated by an NRSRO) unless
        (i)
        the Additional Debt is rated by the NRSRO the same as the issue credit rating
        requested for the rated securities in a given transaction (at the time of
        issuance and at all times thereafter) or (ii) the Additional Debt is fully
        subordinated to the rated securities and, in either case, (x) is nonrecourse
        to
        the Corporation or any of its assets other than cash flow in excess of amounts
        necessary to pay the holders of the rated securities, and (y) does not
        constitute a claim against the Corporation to the extent that funds are
        insufficient to pay such Additional Debt. “Additional Debt” includes any
        monetary obligation or other obligation which may involve the payment of
        money.
  ARTICLE
        SIX
  INTERNAL
        AFFAIRS
  Section
        6.01.  The
        Corporation shall insure at all times that (i) it maintains separate corporate
        records and books of account from those of NMAC; (ii) none of the Corporation’s
        assets will be commingled with those of NMAC or any of its affiliates; (iii)
        it
        conducts its own business in its own name; (iv) it maintains separate financial
        statements; (v) it pays its own liabilities out of its own funds; (vi) it
        observes all corporate and other formalities required by the charter documents;
        (vii) it maintains an arm’s-length relationship with its affiliates; (viii) it
        pays the salaries of its own employees and maintains a sufficient number
        of
        employees in light of its contemplated business operations; (ix) it does
        not
        guarantee or become obligated for the debts of any other entity or hold out
        its
        credit as being available to satisfy the obligations of others; (x) it does
        not
        acquire obligations or securities of its shareholders; (xi) it allocates
        fairly
        and reasonably any overhead for shared office space; (xii) it uses separate
        stationery, invoices and checks; (xiii) it does not pledge its assets for
        the
        benefit of any other entity or make any loans or advances to any entity;
        (xiv)
        it holds itself out as a separate entity; (xv) it corrects any known
        misunderstanding regarding its separate identity; and (xvi) it maintains
        adequate capital in light of its contemplated business operations.
  ARTICLE
        SEVEN
  AMENDMENTS
  Section
        7.01.  The
        Corporation reserves the right at any time, and from time to time, to amend
        or
        repeal any provision contained in this Certificate of Incorporation. Additional
        provisions authorized by the laws of the State of Delaware may be added in
        the
        manner now or hereafter prescribed by law. All rights, preferences and
        privileges of whatsoever nature conferred on any person by this Certificate
        of
        Incorporation in its present form or as hereafter amended are granted subject
        to
        the rights reserved in this Article. The Corporation shall not amend or repeal
        (i) Article Two or Articles Four through Seven (the “Restricted Articles”), or
        (ii) any other Article so as to be inconsistent with the Restricted
        Articles, except in each case by unanimous vote of the Board of Directors
        (before receipt of payment for stock) or the stockholders (subsequent to
        receipt
        of payment for stock).
  Section
        7.02.  The
        stockholders entitled to vote shall have the power to adopt new bylaws or
        amend
        or repeal existing bylaws. The Board of Directors shall also have
        the
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   power
        to
        adopt new bylaws, or amend or repeal existing bylaws, but such power shall
        not
        divest or otherwise limit the power of the stockholders entitled to vote
        to
        adopt, amend or repeal bylaws.
  ARTICLE
        EIGHT
  LIABILITY
        OF DIRECTORS FOR MONETARY DAMAGES
  Section
        8.01.  (a)
        A
        director of the Corporation shall not be personally liable to the Corporation
        or
        its stockholders for monetary damages for breach of fiduciary duty as a
        director, except for liability:
  (i)  for
        any
        breach of the director’s duty of loyalty to the Corporation or its
        stockholders;
  (ii)  for
        acts
        or omissions not in good faith or which involve intentional misconduct or
        a
        knowing violation of law;
  (iii)  under
        Section 174 of the Delaware General Corporation Law; or
  (iv)  for
        any
        transaction from which the director derived an improper personal
        benefit.
  (b)  If
        the
        Delaware General Corporation Law is hereafter amended to authorize corporate
        action further eliminating or limiting the personal liability of directors,
        then
        the liability of a director of the Corporation shall be eliminated or limited
        to
        the fullest extent permitted by the Delaware General Corporation Law, as
        so
        amended.
  (c)  Any
        repeal or modification of this Article shall not adversely affect any right
        or
        protection of a director of the Corporation with respect to any act or omission
        occurring prior to such repeal or modification.
  (d)  If
        the
        Corporation has outstanding any securities rated by any NRSRO, the Corporation’s
        obligation to pay any amount as indemnification or as an advancement of expenses
        (other than amounts received from insurance policies) shall be fully
        subordinated to payment of amounts then due on the rated securities and,
        in any
        case, (x) nonrecourse to any of the Corporation’s assets pledged to secure the
        rated securities, and (y) shall not constitute a claim against the Corporation
        to the extent funds are insufficient to pay such amounts.
  ARTICLE
        NINE
  Section
        9.01.  The
        Corporation elects not to be governed by Section 203 of the Delaware General
        Corporation Law.
  ARTICLE
        TEN
  MISCELLANEOUS
  Section
        10.01  Unless
        and except to the extent otherwise provided in the bylaws of the Corporation,
        the election of directors of the Corporation need not be by written
        ballot.
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