**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.







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.







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







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.







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.







(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.







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.







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.