FORMTable 8-K of Contents

~~CURRENT~~FORM ~~REPORT~~8-K ~~PURSUANT TO SECTION 13 OR 15(D) OF THE~~ ~~SECURITIES AND EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report:~~TO SECTION 13 OR 15(D) OF THE ~~November 5,~~SECURITIES ~~2003~~AND EXCHANGE ACT OF 1934

(Date of ~~earliest~~Report: ~~event~~November 13, ~~reported)~~2003

~~Nissan~~(Date ~~Auto~~of ~~Receivables~~earliest ~~Corporation~~event IIreported)

Nissan Auto Receivables Corporation II on behalf of Nissan Auto Receivables 2003-C Owner Trust

(Exact name of registrant as specified in its charter)

DELAWARE		333-87970		9545-~~4831541~~6127522
(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

~~ITEM~~TABLE 5.OF ~~OTHER EVENTS~~ CONTENTS

On November 13, 2003, Nissan Auto Receivables Corporation II (“NARC II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into that certain Purchase Agreement, dated as of November 13, 2003, 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 November 13, 2003, Nissan Auto Receivables 2003-C Owner Trust (the “Trust”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of October 4, 2002 (the “Trust Agreement”), as amended by the Amended and Restated Trust Agreement, dated as of November 13, 2003 (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 November 13, 2003 (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 November 13, 2003, the Trust caused the issuance, pursuant to an Indenture, dated as of November 13, 2003 (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, Class A-4 and Class A-5 (collectively, the “Notes”). The Notes, with an aggregate scheduled principal balance of $1,857,440,000, were sold to Morgan Stanley & Co. Incorporated, ABN AMRO Incorporated, Citigroup Global Markets, Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SG Cowen Securities Corporation, and The Williams Capital Group, L.P., as underwriters (the “Underwriters”), pursuant to an Underwriting Agreement, dated November 5, 2003 (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).


	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6

CapitalizedTable termsof used herein and not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement. Contents

~~Attached~~ITEM ~~as Exhibit 1~~5.1 OTHER ~~is the Underwriting Agreement.~~EVENTS

~~ITEM~~ On 7November 13, 2003, Nissan Auto Receivables Corporation II (“NARC II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into that certain Purchase Agreement, dated as of November 13, 2003 (the “Purchase Agreement”), 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. ~~FINANCIAL~~On ~~STATEMENTS~~November 13, ~~PRO~~2003, ~~FORMA~~Nissan Auto ~~FINANCIAL~~Receivables ~~INFORMATION~~2003-C ~~AND~~Owner ~~EXHIBITS~~Trust (the “Trust”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of October 4, 2002, as amended by the Amended and Restated Trust Agreement, dated as of November 13, 2003 (the “Amended and Restated Trust Agreement”), by and between NARC II, as depositor, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), entered into that certain Sale and Servicing Agreement, dated as of November 13, 2003 (the “Sale and Servicing Agreement”), with NARC II, as seller, and NMAC, as servicer, pursuant to which the Receivables and related property were transferred to the Trust. Also on November 13, 2003, the Trust caused the issuance, pursuant to an Indenture, dated as of November 13, 2003 (the “Indenture”), by and between the Trust, as issuer, and Wells Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”), of certain notes in the following classes: Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 (collectively, the “Notes”). Also on November 13, 2003, the Trust, NARC II, as seller, NMAC, as servicer, and the Indenture Trustee entered into that certain Yield Supplement Agreement, dated as of November 13, 2003 (the “Yield Supplement Agreement”), relating to the yield supplement account to be maintained for the benefit of the holders of the Notes. Also on November 13, 2003, the Trust, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee entered into that certain Administration Agreement, dated as of November 13, 2003, relating to the provision by NMAC of certain services relating to the Notes. The Notes, with an aggregate principal balance of $1,857,440.000, were sold to Morgan Stanley & Co. Incorporated, ABN AMRO Incorporated, Citigroup Global Markets, Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SG Cowen Securities Corporation, and The Williams Capital Group, L.P., as underwriters (the “Underwriters”), pursuant to an Underwriting Agreement, dated as of November 5, 2003, by and among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as the 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).

~~(a)~~ Attached ~~Not~~as ~~applicable~~Exhibit 4.1 ~~(b)~~is ~~Not~~the ~~applicable~~Sale and Servicing Agreement, as Exhibit 4.2 ~~(c)~~is ~~Exhibits~~the Indenture, as Exhibit 4.3 is the Purchase Agreement, as Exhibit 4.4 is the Amended and Restated Trust Agreement, as Exhibit 4.5 is the Administration Agreement and as Exhibit 4.6 is the Yield Supplement Agreement.

~~The~~ITEM ~~exhibit~~7. FINANCIAL ~~number~~STATEMENTS, ~~corresponds~~PRO ~~with~~FORMA ~~Item 601(a)~~FINANCIAL ofINFORMATION ~~Regulation S-K.~~AND EXHIBITS

Exhibit No.		Description
Exhibit 1.1		Underwriting Agreement, dated November 5, 2003, among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters.

(a) Not applicable.

~~Pursuant~~ (b) Not ~~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~~applicable.

~~NISSAN AUTO RECEIVABLES CORPORATION II By: /s/ Joji Tagawa Name: Joji Tagawa Title: Treasurer~~ (c) Exhibits

~~Date:~~The ~~November 13,~~exhibit ~~2003~~ number corresponds with Item 601(a) of Regulation S-K.

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 4.1		Sale and Servicing Agreement, dated as of November 13, 2003, by and among the Trust, as issuer, NARC II, as seller, and NMAC, as servicer.

Exhibit 4.2		Indenture, dated as of November 13, 2003, by and between the Trust, as issuer, and the Indenture Trustee.

Exhibit 4.3		Purchase Agreement, dated as of November 13, 2003, by and between NARC II, as purchaser, and NMAC, as seller.

Item 601(a)Table of Regulation S-K Contents

Exhibit No.		Description
Exhibit 1.1		Underwriting Agreement, dated November 5, 2003, among NARC II, NMAC and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters.
Exhibit 4.4		Amended and Restated Trust Agreement, dated as of November 13, 2003, by and between NARC II, as depositor, and Wilmington Trust Company, as Owner Trustee.
Exhibit 4.5		Administration Agreement, dated as of November 13, 2003, by and among the Trust, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.
Exhibit 4.6		Yield Supplement Agreement, dated as of November 13, 2003, by and among the Trust, NARC II, as seller, NMAC, as servicer, and the Indenture Trustee.

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: November 24, 2003

EXHIBIT INDEX

Item 601(a) of Regulation S-K


Exhibit No.		Description

Exhibit 4.1		Sale and Servicing Agreement, dated as of November 13, 2003, by and among the Trust, as issuer, NARC II, as seller, and NMAC, as servicer.

Exhibit 4.2		Indenture, dated as of November 13, 2003, by and between the Trust, as issuer, and the Indenture Trustee.

Exhibit 4.3		Purchase Agreement, dated as of November 13, 2003, by and between NARC II, as purchaser, and NMAC, as seller.

Exhibit 4.4		Amended and Restated Trust Agreement, dated as of November 13, 2003, by and between NARC II, as depositor, and Wilmington Trust Company, as Owner Trustee.

Exhibit 4.5		Administration Agreement, dated as of November 13, 2003, by and among the Trust, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.

Exhibit 4.6		Yield Supplement Agreement, dated as of November 13, 2003, by and among the Trust, NARC II, as seller, NMAC, as servicer, and the Indenture Trustee.

FORMTable 8-K of Contents

CapitalizedTable termsof used herein and not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement. Contents

Item 601(a)Table of Regulation S-K Contents

Table of Contents

Table of Contents

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