** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

**FORM 10-K****FOR ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

**(MarkOne)**

ý     **ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** For the fiscal year ended December 31, 2004.**

**or**

o     **TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                       to**

**333-106575-05**(Commission File Number)**CAPITALONE PRIME AUTO RECEIVABLES TRUST 2004-2,Issuer**

**CAPITAL ONE AUTO RECEIVABLES, LLC,Registrant and Seller**(Exact name ofregistrant as specified in its charter)

**Delaware**(State or Other Jurisdiction of Incorporation of the Issuer)

**31-1750007**(Registrant’s I.R.S. Employer Identification No.)

**140 EastShore Drive**

**Room1052-D**

**GlenAllen, Virginia 23059**

**(804)290-6736**(Address and Telephone Number of Principal Executive Offices)**1680 Capital One DriveMcLean, Virginia 22102**

**(703)720-1000**(Former Name orFormer Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of theSecurities Exchange Act of 1934:                      **None**Securities registered pursuant to Section 12(g) of the Securities Exchange Actof1934:                       **None**

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ý Yes  oNo

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes oNo ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act).  Yes oNo ý

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter.  **None**

Registrant does not have any voting stock.

Documents Incorporated byReference.  **None.**

** **

** **

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** **

**PART I**

Item 1.                                                                     **Business**

ThisAnnual Report on Form 10-K (the “Report”) is filed with respect to Capital OnePrime Auto Receivables Trust 2004-2 (the “Trust”), a statutory trust formedunder the laws of the State of Delaware pursuant to a Trust Agreement, dated asof June 18, 2004 (the “Trust Agreement”), between Capital One Auto Receivables,LLC, the registrant (referred to herein as the “Company”) and Wilmington TrustCompany, as owner trustee (the “Owner Trustee”). The Trust issued$1,200,000,000 in aggregate principal amount of asset-backed notes, ClassesA-1, A-2, A-3, A-4 and B (the “Notes”) pursuant to an Indenture, dated as ofJuly 27, 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank,N.A., as indenture trustee (the “Indenture Trustee”) and operating pursuant toan Amended and Restated Trust Agreement, dated as of July 27, 2004 (the “Amendedand Restated Trust Agreement”) between the Company and the Owner Trustee.

Item 2.                                                                     **Properties**

See Item 15.

Item 3.                                                                     **Legal Proceedings**

None.

Item 4.                                                                     **Submission of Matters toa Vote of Security Holders**

None.

**PART II**

Item 5.                                                                     **Market for Registrant’sCommon Equity and Related Stockholder Matters**

To the best knowledge of the registrant, there is noestablished public trading market for the Notes.

(a)                                  At December 31, 2004 there were fewerthan 300 holders of record of each class of Notes.

(b)                                 Not applicable.

Item 6.                                                                     **Selected Financial Data**

Not applicable.

Item 7.                                                                     **Management’s Discussionand Analysis of Financial Condition and Results of Operation**

Not applicable.

Item 7A.                                                           **Quantitative andQualitative Disclosures About Market Risk**

Not applicable.

Item 8.                                                                     **Financial Statements andSupplementary Data**

Not applicable.

Item 9.                                                                     **Changes in andDisagreements With Accountants on Accounting and Financial Disclosure**

None.

Item 9A.                                                           **Controls and Procedures**

NotApplicable.

 

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**PART III**

Item 10.                                                               **Directors and ExecutiveOfficers of the Registrant**

Not applicable.

Item 11.                                                               **Executive Compensation**

Not applicable.

Item 12.                                                               **Security Ownership ofCertain Beneficial Owners and Management**
| **Title**    | ** ** | **Name and Address of Beneficial Owner** | ** ** | **Amount and Nature of  Beneficial Ownership** | ** ** | **Percent of Class** |
|--------------|------------|------------------------------------------|------------|-----------------------------------------------------|------------|----------------------|
| Certificates |       | Capital One Auto Receivables, LLC        |       | Directly owns 100% of the Certificates of the Trust |       | 100%                 |

 

Item 13.                                                               **Certain Relationshipsand Related Transactions**

(a)                                  (1)                                          Not Applicable.

(2)                                          Not applicable.

(3)                                          None.

(4)                                          None.

Item 14.                                                               **Principal AccountingFees and Services**

Not applicable.

 

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**PART IV**

Item 15.                                                               **Exhibits, FinancialStatement Schedules, and Reports on Form 8-K**

(a)                                  (1)                                          None

(2)                                          None

(3)                                          The exhibits filed in response to Item601 of Regulation S-K are listed in the Exhibit Index.

(b)                                 Reports on Form 8-K.

Thefollowing Current Reports on Form 8-K were filed by the registrant during theyear ending December 31, 2004

| **Date of Report**  | ** ** | **Items  Reported** |
|---------------------|------------|---------------------|
|                |       |                |
| July 27, 2004       |       | Items 5, 7          |
| August 9, 2004      |       | Items 5, 7          |
| September 10,  2004 |       | Items 8.01, 9.01    |
| October 12, 2004    | `          | Items 8.01, 9.01    |
| November 9, 2004    |       | Items 8.01, 9.01    |
| December 10,  2004  |       | Items 8.01, 9.01    |

 

(c)                                  The exhibits filed in response to Item601 of Regulation S-K are listed in the Exhibit Index.

(d)                                 Not applicable.

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2005
|    | CAPITAL ONE AUTO  RECEIVABLES, LLC, |
|--------------|-------------------------------------|
|         | as  Depositor                       |
|         |                                |
|         |                                |
|         | By:                                 | /s/ Stephen Linehan |   |
|         | Name:                               | Stephen Linehan |
|         | Title:                              | Treasurer |
|              |                                     |  |  |  |

 

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**EXHIBIT INDEX**

 
| Exhibit 3.1:  |   | Limited Liability  Company Agreement of the Company (Filed as an Exhibit to Registration  Statement on Form S-3 (File No. 333-54736)).*                                                                                              |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 3.2:  |   | Amended and Restated  Limited Liability Company Agreement of the Company dated as of July 26, 2001  (Filed as part of the Company’s Current Report on Form 8-K dated August 6,  2001).*                                         |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 4.1:  |   | Amended and Restated  Trust Agreement dated July 27, 2004 between the Company and the Owner Trustee  (Filed as part of the Company’s Current Report on Form 8-K dated August 9,  2004).*                                        |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 4.2:  |   | Indenture dated July  27, 2004 between the Trust and the Indenture Trustee (Filed as part of the  Company’s Current Report on Form 8-K dated August 9, 2004).*                                                                  |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 10.2: |   | Purchase Agreement  dated July 27, 2004 between Capital One Auto Finance, Inc. and the Company  (Filed as part of the Company’s Current Report on Form 8-K dated August 9,  2004).*                                             |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 10.3: |   | Sale and Servicing  Agreement dated July 27, 2004 between Capital One Auto Finance, Inc., the  Company, the Trust and the Indenture Trustee (Filed as part of the Company’s  Current Report on Form 8-K dated August 9, 2004).* |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 10.4: |   | Administration  Agreement dated July 27, 2004 among the Trust, Capital One Auto Finance, Inc.  and the Indenture Trustee (Filed as part of the Company’s Current Report on  Form 8-K dated August 9, 2004).*                    |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 31:   |   | Certification pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and  regulations of the Securities and Exchange Commission.                                                                              |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 99.1: |   | Aggregate Trust Data.                                                                                                                                                                                                                |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 99.2: |   | Annual Statement as to  Compliance of the Servicer.                                                                                                                                                                                  |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 99.3: |   | Report of Independent  Registered Public Accounting Firm.                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                 |
| Exhibit 99.4: |   | Report of Management on  Compliance.                                                                                                                                                                                                 |

 

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*Incorporated by reference.

 

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