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Exhibit 3.1(b)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NORWEST AUTO RECEIVABLES CORPORATION
The undersigned authorized person of Norwest Auto Receivables Corporation,
a Delaware corporation (the "Corporation"), hereby certifies that:
1. The name of the corporation is Norwest Auto Receivables Corporation.
2. Article I of the restated certificate of incorporation of the Corporation
is hereby amended in its entirety to read as follows:
ARTICLE I
The name of the corporation is Wells Fargo Auto Receivables
Corporation
3. Article II of the restated certificate of incorporation of the Corporation
is hereby amended in its entirety to read as follows.
ARTICLE II
The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, Wilmington, New Castle County,
Delaware 19805. The name of its registered agent at such address is
Corporation Service Company.
4. This Certificate of Amendment shall be effective when filed.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of the Corporation this ______ day of January, 2001.
-------------------------
Jerome Fons
Vice President
