**Exhibit 99.2**

 

 

**OFFICER’S CERTIFICATE**

**CAPITAL ONE AUTO FINANCE TRUST 2004-B**

March 10, 2005

 
| Capital One Auto Finance Trust 2004-B

c/o Wilmington Trust Company

1100 North Market Street

Rodney Square North, Wilmington, Delaware |   | Fitch, Inc.

One State Street Plaza, 32nd Floor

New York, New York 10004              |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
|                                                                                                                                     |   |                                                                                   |
| Wachovia Bank, National Association

301 S.** **College St., NC0600

Charlotte, North Carolina 28202-0600                           |   | Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041 |
|                                                                                                                                     |   |                                                                                   |
| JPMorgan Chase Bank, N.A.

4 New York Plaza, 6th Floor

New York, New York 10004-2477                                                    |   | Moody’s Investors Service, Inc.

99 Church Street

New York, New York I0007       |
|                                                                                                                                     |   |                                                                                   |
| MBIA Insurance Corporation

113 King Street

Armonk, New York 10504                                                                      |   |                                                                                   |

 

This Officer’s Certificate is being issued in accordancewith Section 3.9 of the Sale and Servicing

Agreement dated as of October 7, 2004 (the “Agreement”) by and among CapitalOne Auto Finance Trust 2004-B, as Issuer, Capital One Auto Receivables, LLC, asSeller, JPMorgan Chase Bank, N.A. (as successor to JPMorgan Chase Bank) asIndenture Trustee and Capital One Auto Finance, Inc., as Servicer (the “Servicer”).Terms not otherwise defined herein shall have the meanings ascribed thereto inthe Agreement.

 

By his or her signature below, the undersigned officerof the Servicer, certifies that effective as of December 31, 2004:

 

(a)                    a review of the activities of theServicer during the calendar year ended on December 31, 2004 (or such shorterperiod as may be applicable) and of performance under the Agreement has beenmade under my supervision; and

 

(b)                   to the best of my knowledge, based onsuch review, the Servicer has performed in all material respects itsobligations under the Agreement throughout the calendar year ended on December31, 2004 (or such shorter period as may be applicable).

 

IN WITNESSWHEREOF, I have executed this Officer’s Certificate as of the date first abovewritten.

 

 

| CAPITAL ONE AUTO FINANCE, INC.,

as Servicer |
|----------------------------------------------|
|                                         |   |
| By:                                          | /s/ Steve Cunningham |
| Name:                                        | Steve Cunningham |
| Title:                                       | Assistant Vice President |

 

 

*2004-B Servicer Compliance Certificate §3.9 of theSale and Servicing Agreement*

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