**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

----

**FORM 10-K**

**ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

**(Mark One)**

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

For the fiscal year endedDecember 31, 2006.

**or**

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

For the transition period from                             to                              ..

**333-128722-04**

(Commission File Number for the Issuing Entity)

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2006-2**

(Exact name of the Issuing Entity as specified in itscharter)

**333-128722**

(Commission File Number for the Depositor)

**CAPITAL ONE AUTO RECEIVABLES, LLC**

(Exact name of the Depositor as specified in itscharter)

**CAPITAL ONE AUTO FINANCE, INC.**

(Exact name of the Sponsor as specified in itscharter)

**Delaware**

(State or other jurisdiction of incorporation ororganization for the Issuing Entity and the Depositor)

**51-6579065**

(I.R.S. Employer Identification No. for the IssuingEntity)

**31-1750007**

(I.R.S. Employer Identification No. for the Depositor)

**140 East Shore Drive**

**Room 1052-D**

**Glen Allen, Virginia 23059**

(Address of principal executive offices)

**(804) 290-6736**

(Telephone number, including area code)

**None**

(Former Name or Former Address, if Changed Since LastReport)

Securitiesregistered pursuant to Section 12(b) of the Securities Exchange Act of 1934:   **None**

Securitiesregistered pursuant to Section 12(g) of the Securities Exchange Act of 1934:   **None**

Indicateby check mark if the registrant is a well-known seasoned issuer (as defined inRule 405 of the Securities Act). o Yes   x No

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Securities Exchange Act. o Yes   x No

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  x Yes   o No

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Securities Exchange Act. (Check one):

Large Accelerated Filer: o      AcceleratedFiler: o      Non-Accelerated Filer: x

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). oYes   x No

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.  **None**

Registrantdoes not have any voting stock.

Documents Incorporated byReference.  **See Item15(b)**.

 

----

 

**PART I**

**The following items have been omitted in accordance with GeneralInstruction J to Form 10-K:**

(A)                              Item 1:        Business

(B)                                Item 1A:     RiskFactors

(C)                                Item 2:        Properties

(D)                               Item 3:        LegalProceedings

(E)                                 Item 4:        Submissionof Matters to a Vote of Security Holders

**Item 1B.**                 Unresolved StaffComments.

Notapplicable.

**Substitute information provided in accordance with General InstructionJ to Form 10-K:**

**Item1112(b) of Regulation AB. Significant Obligors of Pool Assets (FinancialInformation).**

Nosingle obligor represents 10% or more of the pool assets held by Capital OnePrime Auto Receivables Trust 2006-2 (the “Issuing Entity”).

**Item1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except forCertain Derivatives Instruments (Information Regarding Significant EnhancementProviders).**

Notapplicable.

**Item1115(b) of Regulation AB. Certain Derivatives Instruments (FinancialInformation).**

Notapplicable.

**Item1117 of Regulation AB. Legal Proceedings.**

Thereare no material legal or governmental proceedings pending against Capital OneAuto Finance, Inc. (“COAF”), Capital One Auto Receivables, LLC (the “Depositor”),Capital One, National Association (“CONA”), the Issuing Entity, The Bank of NewYork, as Indenture Trustee, or Wilmington Trust Company, as Owner Trustee, orof which any property of the foregoing is the subject. COAF and CONA arecurrently parties to various legal proceedings arising from time to time in theordinary course of their businesses, some of which purport to be class actions.Based on information currently available, it is the opinion of COAF and CONAthat the eventual outcome of any currently pending legal proceeding,individually or in the aggregate, will not have a material adverse effect ontheir ability to perform their obligations in relation to the receivables. Noassurance, however, can be given that the final outcome of these legalproceedings, if unfavorable, either individually or in the aggregate, would nothave a material adverse impact on COAF or CONA. Any such unfavorable outcomecould adversely affect the ability of COAF or CONA to perform their respectiveobligations with respect to the receivables and potentially lead to thereplacement of COAF with a successor servicer.

2

----

**PART II**

**The following items have been omitted in accordance with GeneralInstruction J to Form 10-K:**

| (A)    |   | Item 5:  |   | Market for Registrant’s Common Equity, Related  Stockholder Matters and Issuer Purchases of Equity Securities |
|--------|--------|----------|--------|--------------------------------------------------------------------------------------------------------------------|
|   |   |     |   |                                                                                                               |
| (B)    |   | Item 6:  |   | Selected Financial Data                                                                                            |
|   |   |     |   |                                                                                                               |
| (C)    |   | Item 7:  |   | Management’s Discussion and Analysis of Financial  Condition and Results of Operations                        |
|   |   |     |   |                                                                                                               |
| (D)    |   | Item 7A: |   | Quantitative and Qualitative Disclosures about  Market Risk                                                        |
|   |   |     |   |                                                                                                               |
| (E)    |   | Item 8:  |   | Financial Statements and Supplementary Data                                                                        |
|   |   |     |   |                                                                                                               |
| (F)    |   | Item 9:  |   | Changes in and Disagreements with Accountants on  Accounting and Financial Disclosure                              |
|   |   |     |   |                                                                                                               |
| (G)    |   | Item 9A: |   | Controls and Procedures                                                                                            |
|   |   |     |   |                                                                                                               |

** **

**Item 9B.**                 OtherInformation.

None.

** **

3

----

 

**PART III**

**The following items have been omitted in accordance with GeneralInstruction J to Form 10-K:**

(A)                              Item 10:      Directors,Executive Officers, and Corporate Governance

(B)                                Item 11:      ExecutiveCompensation

(C)                                Item 12:      SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

(D)                               Item 13:      CertainRelationships and Related Transactions, and Director Independence

(E)                                 Item 14:      PrincipalAccounting Fees and Services

**Substitute information provided in accordance with General InstructionJ to Form 10-K:**

**Item1119 of Regulation AB. Affiliations and Certain Relationships and RelatedTransactions.**

Information required by Item 1119 ofRegulation AB has been omitted from this report on Form 10-K in reliance on theInstruction to Item 1119.

**Item1122 of Regulation AB. Compliance with Applicable Servicing Criteria.**

The Sponsor (in its role as Servicer), FirstData Resources, Inc., REMITCO LLC, FDI Computer Consulting, Inc. and theIndenture Trustee (collectively, the “Servicing Parties”) have each beenidentified by the registrant as parties participating in the servicing functionwith respect to more than 5% of the pool assets held by the IssuingEntity.  Each of the Servicing Partieshas completed a report on an assessment of compliance with the servicingcriteria applicable to it (each, a “Report on Assessment”), which Reports onAssessment are attached as exhibits to this Form 10-K.  In addition, each of the Servicing Partieshas provided an attestation report (each, an “Attestation Report”) by one ormore registered public accounting firms, which reports are also attached asexhibits to this Form 10-K.  The Reporton Assessment of the Servicer and the Attestation Report related to theServicer noted a material instance of non-compliance with Regulation AB Item1122(d)(4)(xiv) with respect to its servicing platform (as defined by theServicer in its Report on Assessment included as Exhibit 33.1 to this Form10-K) during the year ended December 31, 2006.

Regulations of the Securities and ExchangeCommission (the “SEC”) require that each Servicing Participant complete aReport on Assessment at a “platform” level, meaning that the transactionscovered by the Report on Assessment should include all asset-backed securitiestransactions involving such Servicing Participant that are backed by the sameasset type.  More recent guidance fromthe SEC staff identifies additional parameters which a Servicing Participantmay apply to define and further limit its platform.  For example, a Servicing Participant maydefine its platform to include only transactions that were completed on orafter January 1, 2006 and that were registered with the SEC pursuant to theSecurities Act of 1933.  Each ServicingParticipant is responsible for defining its own platform, and each platformwill naturally differ based on various factors, including the ServicingParticipant’s business model and the transactions in which it is involved.

Based on our understanding of their platformsand the guidance that is available at this time, we believe that the parametersby which the Servicing Participants have defined their platforms

4

----

should be permissible.  However, because the SEC’s regulations arenew and the guidance that is available at this time is subject to clarificationor change, we cannot assure you that the SEC and its staff will necessarilyagree.

**Item1123 of Regulation AB. Servicer Compliance Statements.**

The Sponsor (in its roleas servicer) and CONA have been identified by the registrant as the servicerswith respect to the asset pool held by the Issuing Entity.  The Sponsor and CONA have each completed astatement of compliance with applicable servicing criteria (a “ComplianceStatement”) signed by an authorized officer of the Sponsor and CONA,respectively.  The Compliance Statementsare attached as exhibits to this Form 10-K.

5

----

**PART IV**

**Item 15.**                   Exhibits AndFinancial Statement Schedules.

(a)(1)       Not Applicable.

(a)(2)       Not Applicable.

(a)(3)       Not Applicable.

(b)           Exhibits.

Theexhibits listed below are either included or incorporated by reference asindicated:
| Exhibit 3.1  |   | Amended and Restated Limited Liability Company  Agreement of the Registrant dated as of July 26, 2001 (incorporated by  reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no.  333-54736, filed on August 6, 2001).** |
|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 4.1  |   | Amended and Restated Trust Agreement dated October  12, 2006 between the Registrant and Wilmington Trust Company, in its capacity  as owner trustee.*                                                                                      |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 4.2  |   | Indenture dated October 12, 2006 between the Issuing  Entity and The Bank of New York, as the indenture trustee (the “Indenture  Trustee”) (including forms of Notes).*                                                          |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 10.1 |   | Purchase Agreement dated October 12, 2006 between  the Registrant and COAF.*                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 10.2 |   | Sale and Servicing Agreement dated October 12, 2006  between the Registrant, the Issuing Entity, and the Indenture Trustee.*                                                                                                               |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 10.3 |   | Administration Agreement dated October 12, 2006  among the Trust, COAF, as the administrator, and the Indenture Trustee.*                                                                                                                  |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 31.1 |   | Certification of Capital One Auto Finance, Inc.  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 33.1 |   | Report on Assessment of Compliance with Servicing  Criteria for Asset Backed Securities of Capital One Auto Finance, Inc.                                                                                                                  |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 33.2 |   | Report on Assessment of Compliance with SEC  Regulation AB Criteria by First Data Resources, Inc. and its affiliate  REMITCO LLC.                                                                                                          |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 33.3 |   | Report on Assessment of Compliance with Applicable Servicing  Criteria for Asset Backed Securities of FDI Computer Consulting, Inc.                                                                                                        |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 33.4 |   | Report on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities of The Bank of New York.                                                                                                                |
|         |   |                                                                                                                                                                                                                                       |
| Exhibit 34.1 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria for  Asset-Backed Securities relating to Capital One Auto Finance, Inc.                                           |
|         |   |                                                                                                                                                                                                                                       |

 

6

----

 
| Exhibit 34.2 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with SEC Regulation AB Criteria  by First Data Resources, Inc. and its affiliate REMITCO LLC.              |
|--------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                        |
| Exhibit 34.3 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities relating to FDI Computer Consulting,  Inc. |
|         |   |                                                                                                                                                                                                        |
| Exhibit 34.4 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities relating to The Bank of New York.          |
|         |   |                                                                                                                                                                                                        |
| Exhibit 35.1 |   | Servicing Compliance Statement of Capital One Auto  Finance, Inc.                                                                                                                                           |
|         |   |                                                                                                                                                                                                        |
| Exhibit 35.2 |   | Servicing Compliance Statement of Capital One,  National Association.                                                                                                                                       |

 

(c)           Not Applicable.

----

*                    Incorporatedby reference from the Form 8-K of the Registrant and the Issuing Entity filedon October 16, 2006.

**             Incorporatedby reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no.333-54736, on August 6, 2001.

7

----

**SIGNATURES**

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

Date:  March 30, 2007
|        |   | CAPITAL ONE AUTO RECEIVABLES, LLC, as Depositor |
|--------|--------|-------------------------------------------------|
|   |   |                                            |   |   |
|   |   |                                            |   |   |
|   |   | By:                                             |   | /s/ Stephen Linehan |
|   |   | Name:                                           |   |  Stephen  Linehan |
|   |   | Title:                                          |   |  Treasurer |

** **

8

----

 

**EXHIBIT INDEX**
| Exhibit  Number | ** ** | **Description**                                                                                                                                                                                             |
|-----------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                        |
| Exhibit 3.1     |       | Amended and Restated Limited Liability Company  Agreement of the Registrant dated as of July 26, 2001.**                                                                                                    |
|            |       |                                                                                                                                                                                                        |
| Exhibit 4.1     |       | Amended and Restated Trust Agreement dated October  12, 2006 between the Registrant and Wilmington Trust Company, in its capacity  as owner trustee.*                                                       |
|            |       |                                                                                                                                                                                                        |
| Exhibit 4.2     |       | Indenture dated October 12, 2006 between the Issuing  Entity and The Bank of New York, as the indenture trustee (the “Indenture  Trustee”) (including forms of Notes).*                           |
|            |       |                                                                                                                                                                                                        |
| Exhibit 10.1    |       | Purchase Agreement dated October 12, 2006 between  the Registrant and COAF.*                                                                                                                                |
|            |       |                                                                                                                                                                                                        |
| Exhibit 10.2    |       | Sale and Servicing Agreement dated October 12, 2006  between the Registrant, the Issuing Entity, and the Indenture Trustee.*                                                                                |
|            |       |                                                                                                                                                                                                        |
| Exhibit 10.3    |       | Administration Agreement dated October 12, 2006  among the Trust, COAF, as the administrator, and the Indenture Trustee.*                                                                                   |
|            |       |                                                                                                                                                                                                        |
| Exhibit 31.1    |       | Certification of Capital One Auto Finance, Inc.  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 |
|            |       |                                                                                                                                                                                                        |
| Exhibit 33.1    |       | Report on Assessment of Compliance with Servicing  Criteria for Asset Backed Securities of Capital One Auto Finance, Inc.                                                                                   |
|            |       |                                                                                                                                                                                                        |
| Exhibit 33.2    |       | Report on Assessment of Compliance with SEC  Regulation AB Criteria by First Data Resources, Inc. and its affiliate  REMITCO LLC.                                                                           |
|            |       |                                                                                                                                                                                                        |
| Exhibit 33.3    |       | Report on Assessment of Compliance with Applicable Servicing  Criteria for Asset Backed Securities of FDI Computer Consulting, Inc.                                                                         |
|            |       |                                                                                                                                                                                                        |
| Exhibit 33.4    |       | Report on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities of The Bank of New York.                                                                                 |
|            |       |                                                                                                                                                                                                        |
| Exhibit 34.1    |       | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria for  Asset-Backed Securities relating to Capital One Auto Finance, Inc.            |
|            |       |                                                                                                                                                                                                        |
| Exhibit 34.2    |       | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with SEC Regulation AB Criteria  by First Data Resources, Inc. and its affiliate REMITCO LLC.              |
|            |       |                                                                                                                                                                                                        |
| Exhibit 34.3    |       | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities relating to FDI Computer Consulting,  Inc. |
|            |       |                                                                                                                                                                                                        |
| Exhibit 34.4    |       | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Applicable Servicing  Criteria for Asset-Backed Securities relating to The Bank of New York.          |
|            |       |                                                                                                                                                                                                        |

 

----

 
| Exhibit 35.1 |   | Servicing Compliance Statement of Capital One Auto  Finance, Inc.     |
|--------------|--------|-----------------------------------------------------------------------|
|         |   |                                                                  |
| Exhibit 35.2 |   | Servicing Compliance Statement of Capital One,  National Association. |

----

*                    Incorporatedby reference from the Form 8-K of the Registrant and the Issuing Entity filedon October 16, 2006.

**             Incorporatedby reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no.333-54736, on August 6, 2001.

----