**Exhibit 33.1**

**CapitalOne Bank****Reporton Assessment of Compliance with Servicing Criteria**

1.             Capital One Bank (the “Asserting Party”) is responsiblefor assessing compliance with the servicing criteria applicable to it and itsaffiliate, Capital One Services, Inc. (“COSI”), under paragraph (d) of Item1122 of Regulation AB, as of and for the 12-month period ending December 31,2006 (the “Reporting Period”), as set forth in Appendix B hereto. Thetransactions covered by this report include asset-backed securitiestransactions involving credit card receivables conducted by Capital One MasterTrust and Capital One Multi-asset Execution Trust where the relatedasset-backed securities were outstanding during the Reporting Period (the “Platform”),as listed in Appendix A hereto;

2.             Except as set forth in paragraph 3 below, the AssertingParty used the criteria set forth in paragraph (d) of Item 1122 of RegulationAB to assess the compliance by each of the Asserting Party and COSI with theapplicable servicing criteria;

3.             The criteria listed in the column titled “InapplicableServicing Criteria” on Appendix B hereto are inapplicable to the AssertingParty and COSI based on the activities that each performs with respect to thePlatform;

4.             The Asserting Party and COSI have complied, in allmaterial respects, with the applicable servicing criteria as of December 31,2006 and for the Reporting Period****withrespect to the Platform taken as a whole; and

5.             Ernst & YoungLLP, a registered public accounting firm, has issued an attestation report onthe Asserting Party’s assessment of compliance with the applicable servicingcriteria as of December 31, 2006 and for the Reporting Period.

March 28, 2007
| CAPITAL ONE BANK |                           |
|------------------|--------------------------------|
|             |                           |
| By:              | /s/ Jory A. Berson   |   |
| Name:            | Jory A. Berson       |   |
| Title:           | President            |   |

 

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APPENDIX A

**Capital One Master Trust**
|        |
|--------|
| 1998-1 |
| 1998-5 |
| 1998-6 |
| 1999-3 |
| 2000-3 |
| 2001-1 |
| 2001-2 |
| 2001-3 |
| 2001-5 |
| 2001-6 |
| 2001-8 |
| 2002-A |
| 2002-B |
| 2003-A |
| 2002-1 |
| 2002-2 |
| 2002-4 |

**Capital One Multi-asset Execution Trust**
| **Class A**          |
|----------------------|
| Class A (2002-1)     |
| Class A (2003-A)     |
| Class A (2003-1)     |
| Class A (2003-3)     |
| Class A (2003-4)     |
| Class A (2003-5)     |
| Class A (2003-6)     |
| Class A (2003-7)     |
| Class A (2004-1)     |
| Class A (2004-2)     |
| Class A (2004-3)     |
| Class A (2004-4)     |
| Class A (2004-5)     |
| Class A (2004-6)     |
| Class A (2004-7)     |
| Class A (2004-8)     |
| Class A  (2004-NOVA) |
| Class A (2005-1)     |
| Class A (2005-2)     |
| Class A (2005-3)     |
| Class A (2005-4)     |
| Class A (2005-5)     |
| Class A (2005-6)     |
| Class A (2005-7)     |
| Class A (2005-8)     |
| Class A (2005-9)     |

----

 
| Class A (2005-10)  |
|--------------------|
| Class A  (2005-11) |
| Class A (2006-1)   |
| Class A (2006-1)   |
| Class A (2006-2)   |
| Class A (2006-3)   |
| Class A (2006-4)   |
| Class A (2006-5)   |
| Class A (2006-6)   |
| Class A (2006-7)   |
| Class A (2006-8)   |
| Class A (2006-9)   |
| Class A  (2006-10) |
| Class A (2006-11)  |
| Class A  (2006-12) |
| Class A  (2006-13) |
| Class A  (2006-14) |
| Class A (2006-A)   |
| Class A (2006-B)   |
| Class A (2006-C)   |
| Class A (2006-D)   |
| Class A (2006-E)   |

 
| **Class B**      |
|------------------|
| Class B (2003-1) |
| Class B (2003-2) |
| Class B (2003-3) |
| Class B (2003-4) |
| Class B (2003-5) |
| Class B (2003-6) |
| Class B (2004-1) |
| Class B (2004-2) |
| Class B (2004-3) |
| Class B (2004-4) |
| Class B (2004-5) |
| Class B (2004-6) |
| Class B (2004-7) |
| Class B (2005-1) |
| Class B (2005-2) |
| Class B (2005-3) |
| Class B (2006-1) |
| Class B (2006-2) |

 

----

 
| **Class C**      |
|------------------|
| Class C (2002-1) |
| Class C (2003-A) |
| Class C (2003-B) |
| Class C (2003-1) |
| Class C (2003-2) |
| Class C (2003-3) |
| Class C (2003-4) |
| Class C (2003-5) |
| Class C (2004-1) |
| Class C (2004-2) |
| Class C (2004-3) |
| Class C (2004-4) |
| Class C (2005-1) |
| Class C (2006-1) |
| Class C (2006-2) |
| Class C (2006-3) |

 

 

----

 

APPENDIX B
|                 | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **APPLICABLE   SERVICING CRITERIA** | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|-----------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|----------------------------------------|
| **Reference**   | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                          | ** ** | ** **                             |
|            | ** ** | **General Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       |                                |       |                                   |
| 1122(d)(1)(i)   |       | Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance with the  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(1)(ii)  |       | If any material servicing activities are outsourced  to third parties, policies and procedures are instituted to monitor the third  party’s performance and compliance with such servicing activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(1)(iii) |       | Any requirements in the transaction agreements to  maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(1)(iv)  |       | A fidelity bond and errors and omissions policy is  in effect on the party participating in the servicing function throughout the  reporting period in the amount of coverage required by and otherwise in  accordance with the terms of the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                          | ** ** | **X**                                  |
|            | ** ** | **Cash  Collection and Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** **                          | ** ** | ** **                             |
| 1122(d)(2)(i)   |       | Payments on pool assets are deposited into the  appropriate custodial bank accounts and related bank clearing accounts no  more than two business days following receipt, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **X(1)**                            | ** ** | ** **                             |
| 1122(d)(2)(ii)  |       | Disbursements made via wire transfer on behalf of an  obligor or to an investor are made only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(2)(iii) |       | Advances of funds or guarantees regarding  collections, cash flows or distributions, and any interest or other fees  charged for such advances, are made, reviewed and approved as specified in  the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(2)(iv)  |       | The related accounts for the transaction, such as  cash reserve accounts or accounts established as a form of  overcollateralization, are separately maintained (e.g., with respect to  commingling of cash) as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X(2)**                            | ** ** | ** **                             |
| 1122(d)(2)(v)   |       | Each custodial account is maintained at a federally  insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution”  with respect to a foreign financial institution means a foreign financial  institution that meets the requirements of §240.13k-1(b)(1) of this chapter.                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(2)(vi)  |       | Unissued checks are safeguarded so as to prevent  unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(2)(vii) |       | Reconciliations are prepared on a monthly basis for  all asset-backed securities related bank accounts, including custodial  accounts and related bank clearing accounts. These reconciliations: (A) are  mathematically accurate; (B) are prepared within 30 calendar days after the  bank statement cutoff date, or such other number of days specified in the  transaction agreements; (C) are reviewed and approved by someone other than  the person who prepared the reconciliation; and (D) contain explanations for  reconciling items. These reconciling items are resolved within 90 calendar  days of their original identification, or such other number of days specified  in the transaction agreements. | ** ** | **X**                               | ** ** | ** **                             |

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|                  | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **APPLICABLE   SERVICING CRITERIA** | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|----------------------------------------|
| **Reference**    | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                          | ** ** | ** **                             |
|             | ** ** | **Investor  Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                          | ** ** | ** **                             |
| 1122(d)(3)(i)    |       | Reports to investors, including those to be filed  with the Commission, are maintained in accordance with the transaction  agreements and applicable Commission requirements. Specifically, such  reports: (A) are prepared in accordance with timeframes and other terms set  forth in the transaction agreements; (B) provide information calculated in  accordance with the terms specified in the transaction agreements; (C) are  filed with the Commission as required by its rules and regulations; and (D)  agree with investors’ or the trustee’s records as to the total unpaid  principal balance and number of pool assets serviced by the servicer. | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(3)(ii)   |       | Amounts due to investors are allocated and remitted  in accordance with timeframes, distribution priority and other terms set  forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X(3)**                            | ** ** | ** **                             |
| 1122(d)(3)(iii)  |       | Disbursements made to an investor are posted within  two business days to the servicer’s investor records, or such other number of  days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(3)(iv)   |       | Amounts remitted to investors per the investor  reports agree with cancelled checks, or other form of payment, or custodial  bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                          | ** ** | **X**                                  |
|             | ** ** | **Pool  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                          | ** ** | ** **                             |
| 1122(d)(4)(i)    |       | Collateral or security on pool assets is maintained  as required by the transaction agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(ii)   |       | Pool Asset and related documents are safeguarded as  required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X(4)**                            | ** ** | ** **                             |
| 1122(d)(4)(iii)  |       | Any additions, removals or substitutions to the  asset pool are made, reviewed and approved in accordance with any conditions  or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(iv)   |       | Payments on pool assets, including any payoffs, made  in accordance with the related pool asset documents are posted to the  applicable servicer’s obligor records maintained no more than two business  days after receipt, or such other number of days specified in the transaction  agreements, and allocated to principal, interest or other items (e.g., escrow)  in accordance with the related pool asset documents.                                                                                                                                                                                                                                          | ** ** | **X(5)**                            | ** ** | ** **                             |
| 1122(d)(4)(v)    |       | The servicer’s records regarding the pool assets  agree with the servicer’s records with respect to an obligor’s unpaid  principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(vi)   |       | Changes with respect to the terms or status of an  obligor’s pool assets (e.g., loan modifications or re-agings) are made,  reviewed and approved by authorized personnel in accordance with the  transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(vii)  |       | Loss mitigation or recovery actions (e.g.,  forbearance plans, modifications and deeds in lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted and  concluded in accordance with the timeframes or other requirements established  by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(viii) |       | Records documenting collection efforts are  maintained during the period a pool asset is delinquent in accordance with  the transaction agreements. Such records are maintained on at least a monthly  basis, or such other period specified in the transaction agreements, and  describe the entity’s activities in monitoring delinquent pool assets  including, for example, phone calls, letters and payment rescheduling plans  in cases where delinquency is deemed temporary (e.g., illness or  unemployment).                                                                                                                                                 | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(ix)   |       | Adjustments to interest rates or rates of return for  pool assets with variable rates are computed based on the related pool asset  documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **X**                               | ** ** | ** **                             |

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|                  | ** ** | **SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **APPLICABLE   SERVICING CRITERIA** | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|----------------------------------------|
| **Reference**    | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | ** **                          | ** ** | ** **                             |
| 1122(d)(4)(x)    |       | Regarding any funds held in trust for an obligor  (such as escrow accounts): (A) such funds are analyzed, in accordance with  the obligor’s pool asset documents, on at least an annual basis, or such  other period specified in the transaction agreements; (B) interest on such  funds is paid, or credited, to obligors in accordance with applicable pool  asset documents and state laws; and (C) such funds are returned to the  obligor within 30 calendar days of full repayment of the related pool assets,  or such other number of days specified in the transaction agreements. | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(4)(xi)   |       | Payments made on behalf of an obligor (such as tax  or insurance payments) are made on or before the related penalty or  expiration dates, as indicated on the appropriate bills or notices for such  payments, provided that such support has been received by the servicer at  least 30 calendar days prior to these dates, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                              | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(4)(xii)  |       | Any late payment penalties in connection with any  payment to be made on behalf of an obligor are paid from the servicer’s funds  and not charged to the obligor, unless the late payment was due to the  obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(4)(xiii) |       | Disbursements made on behalf of an obligor are  posted within two business days to the obligor’s records maintained by the  servicer, or such other number of days specified in the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                          | ** ** | **X**                                  |
| 1122(d)(4)(xiv)  |       | Delinquencies, charge-offs and uncollectible  accounts are recognized and recorded in accordance with the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X**                               | ** ** | ** **                             |
| 1122(d)(4)(xv)   |       | Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is  maintained as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                               | ** ** | ** **                             |

 

(1)             1122(d)(2)(i):The Asserting Party was responsible for sending payments on the pool assets toThe Bank of New York, as master trust trustee and indenture trustee(collectively, the “Trustee”), for the transactions included in the AssertingParty’s Platform.  The Trustee wasresponsible for depositing such payments on the pool assets into theappropriate custodial bank accounts.

(2)             1122(d)(2)(iv):The Asserting Party was responsible for establishing and maintaining custodialbank accounts.  The Trustee wasresponsible for opening and maintaining such custodial bank accounts at thedirection of the Asserting Party.

(3)             1122(d)(3)(ii):The Asserting Party was responsible for the allocation of funds due toinvestors. The Trustee was responsible for remitting such funds to investors atthe direction of the Asserting Party.

(4)             1122(d)(4)(ii):  The responsibilities of the Asserting Partyincluded safeguarding the collateral loan files.  The responsibilities of the Trustee includedsafeguarding the COMT Collateral Certificate owned by the Capital OneMulti-asset Execution Trust and issued by the Capital One Master Trust whichrepresents an undivided interest in the assets of the Capital One Master Trust.

(5)             1122(d)(4)(iv):The Asserting Party was responsible for the remittance of electronic paymentson pool assets and for the servicing functions related to the allocation andposting of payments on pool assets. First Data Resources, Inc. through itsaffiliate, REMITCO LLC, as parties participating in the servicing function,were responsible for the opening, listing and depositing of remittance paymentsmailed to post office boxes serviced by the Asserting Party.

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