FORM 8-K

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

Date of Report: August 19, 2002

(Date of earliest event reported)

Nissan Auto Receivables Corporation II
on behalf of Nissan Auto Receivables 2002-C Owner Trust

(Exact name of registrant as specified in its charter)


DELAWARE	333-87970	95-4831541


(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

990 WEST 190TH STREET
TORRANCE, CALIFORNIA 90502

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 719-8583

TABLE OF CONTENTS


	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT INDEX
	Item 601(a) of Regulation S-K
EXHIBIT 1.1

ITEM 5. OTHER EVENTS

On August 19, 2002 Nissan Auto Receivables Corporation II (“NARC II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into that certain Purchase Agreement, dated as of August 19, 2002, pursuant to which NMAC transferred to NARC II certain retail installment sales contracts relating to certain new, near-new and used automobiles and light-duty trucks (the “Receivables”) and related property. On August 19, 2002, Nissan Auto Receivables 2002-C Owner Trust (the “Trust”), a Delaware business trust created pursuant to that certain Trust Agreement, dated as of April 26, 2002 (the “Trust Agreement”), as amended by the Amended and Restated Trust Agreement, dated as of August 19, 2002 (the “Amended and Restated Trust Agreement”), by and between NARC II, as depositor, and Wilmington Trust Company, as owner trustee, entered into that certain Sale and Servicing Agreement, dated as of August 19, 2002 (the “Sale and Servicing Agreement”), by and among the Trust, NARC II, as seller, and NMAC, as servicer, pursuant to which the Receivables and related property were transferred to the Trust. Also on August 19, 2002, the Trust caused the issuance, pursuant to an Indenture, dated as of August 19, 2002 (the “Indenture”), by and between the Trust, as issuer, and Wells Fargo Bank Minnesota, National Association, as indenture trustee, and pursuant to the Sale and Servicing Agreement, of certain notes, issued in the following classes: Class A-1, Class A-2, Class A-3 and Class A-4 (collectively, the “Notes”). The Notes, with an aggregate scheduled principal balance of $1,104,266,000, were sold to, Morgan Stanley & Co. Incorporated, ABN AMRO Incorporated, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., SG Cowen Securities Corporation, and The Williams Capital Group, L.P., as underwriters (the “Underwriters”), pursuant to an Underwriting Agreement, dated August 8, 2002 (the “Underwriting Agreement”), by and among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the Underwriters. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-87970).

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement.

Attached as Exhibit 1.1 is the Underwriting Agreement.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


(a)		Not applicable.

(b)		Not applicable.

(c)		Exhibits

The exhibit number corresponds with Item 601(a) of Regulation S-K.


Exhibit No.		Description

Exhibit 1.1		Underwriting Agreement, dated August 8, 2002, among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized.


		NISSAN AUTO RECEIVABLES CORPORATION II


		By:	/s/ Joji Tagawa

			Name: Joji Tagawa
			Title: Treasurer
Date:	August 19, 2002

EXHIBIT INDEX

Item 601(a) of Regulation S-K


Exhibit No.		Description

Exhibit 1.1		Underwriting Agreement, dated August 8, 2002, among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters.

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NISSAN AUTO RECEIVABLES 2002 C OWNER TRUST 8-K