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 190th
      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,






11







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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