EXHIBIT 3.3

                            CERTIFICATE OF FORMATION

                                       OF

                 VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLC

     The undersigned desires to form a limited liability company pursuant to the
provisions of the Delaware Limited Liability Company Act, 6 Del C.ss.18-101 et
seq., and hereby states as follows:

                                    ARTICLE I

     The name of the limited liability company is Volkswagen Auto Lease
Underwritten Funding, LLC (hereinafter referred to as the "Company").

                                   ARTICLE II

     The address of the registered office of the Company in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange St., County of New Castle, Wilmington, Delaware 19801.

                                   ARTICLE III

     The name and address of the registered agent for service of process on the
Company in the State of Delaware is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange St., County of New Castle, Wilmington, Delaware 19801.


     IN WITNESS OF THE FOREGOING, the undersigned has duly executed this
Certificate of Formation this 8th day of August, 2002.



                                           By:    /s/ Kevin Warns
                                               ---------------------------------
                                                  Kevin Warns
                                                  Authorized Person