**Exhibit99.3**

 

Report of IndependentAccountants

 

Capital One Auto Finance, Inc.

3901 Dallas ParkwayPlano, Texas 75093

 

and

 

JP Morgan Chase Bank

4 New York Plaza6th StreetNew York, NY 10001

 

We have examined management’s assertion, included in the accompanying *Report of Management on Compliance*, thatCapital One Auto Finance, Inc. (“COAF”), a wholly owned subsidiary of CapitalOne Financial Corporation, complied with the requirements of Sections 2.4(a),2.4(b), 2.4(c), 3.7, 3.8, 3.9(a), 3.11, 4.2, 4.3(a), 4.5, 4.6, and 9.2(e) ofthe Sale and Servicing Agreement dated as of March 27, 2003 regarding theCapital One Prime Auto Receivables Trust, 2003-1 Class A Notes (the “2003-1Agreement”), which was filed with the Securities and Exchange Commission on Form8-K on April 2, 2003, and the Sale and Servicing Agreement dated as ofSeptember 23, 2003 regarding the Capital One Prime Auto Receivables Trust,2003-2 Class A Notes (the “2003-2 Agreement”), which was filed with theSecurities and Exchange Commission on Form 8-K on October 3, 2003 (collectivelythe “Agreements”), for the year ended December 31, 2003.  Management is responsible for COAF’scompliance with those requirements.  Ourresponsibility is to express an opinion on management’s assertion about COAF’scompliance based on our examination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included examining, on a test basis, evidence about COAF’scompliance with those requirements and performing such other procedures as weconsidered necessary in the circumstances. We believe that our examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on COAF’s compliance with specified requirements.

 

In our opinion, management’s assertion that COAF complied with theaforementioned Sections of the Agreement for the year ended December 31, 2003is fairly stated, in all material respects.

 
| /s/ ERNST & YOUNG LLP |   |
|---------------------------|--------|
| March 15, 2004            |

 

Report of Management on Compliance

 

We, as members of management of Capital OneAuto Finance, Inc. (“COAF”), a wholly owned subsidiary of Capital One FinancialCorporation, are responsible for complying with the requirements of Sections2.4(a), 2.4(b), 2.4(c), 3.7, 3.8, 3.9(a), 3.11, 4.2, 4.3(a), 4.5, 4.6, and9.2(e) of the Sale and Servicing Agreement dated as of March 27, 2003 regardingthe Capital One Prime Auto Receivables Trust, 2003-1 Class A Notes (the “2003-1Agreement”), which was filed with the Securities and Exchange Commission onForm 8-K on April 2, 2003, and the Sale and Servicing Agreement dated as ofSeptember 23, 2003 regarding the Capital One Prime Auto Receivables Trust,2003-2 Class A Notes the “2003-2 Agreement”), which was filed with theSecurities and Exchange Commission on Form 8-K on October 3, 2003 (collectivelythe “Agreements”).  We are alsoresponsible for establishing and maintaining effective internal control overcompliance with the requirements referred to in the preceding sentence.

 

We have performed an evaluation of COAF’scompliance with the requirements of Sections 2.4(a), 2.4(b), 2.4(c), 3.7, 3.8,3.9(a), 3.11, 4.2, 4.3(a), 4.5, 4.6, and 9.2(e) of the Agreements as ofDecember 31, 2003 and for the year then ended. Based on this evaluation, we assert that for the year ended December 31,2003, COAF complied with the requirements of the sections in the Agreements.

 
| /s/ David R. Lawson                |                                    | /s/ W. Randolph Ellsperman |   |
|------------------------------------|-----------------------------------------|----------------------------|--------|
| David R. Lawson                    | W. Randolph Ellspermann                 |
| President  Chief Executive Officer | Vice President  Chief Financial Officer |
| Capital One Auto Finance,  Inc.    | Capital One Auto Finance,  Inc.         |
|                               |                                    |
|                               |                                    |
| March 15, 2004                     |                                    |

 

 

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