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**UNITED STATES********SECURITIES AND EXCHANGE COMMISSION**

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**Washington, D.C. 20549**

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**FORM 10-K**

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**FOR ANNUAL AND TRANSITION REPORTS****PURSUANT TO SECTIONS 13 OR 15(d) OF****THE SECURITIES EXCHANGE ACT OF 1934**

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| **ý**                                                                                                                                                                                                                                                                                                                      |   | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
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| **For  the fiscal year ended December 31, 2003.**                                                                                                                                                                                                                                                                               |
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| **or**                                                                                                                                                                                                                                                                                                                          |
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| **o**                                                                                                                                                                                                                                                                                                                           |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                            |   |   |
| **For  the transition period from                           to                         ** |

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**[333-89452-04]****(Commission File Number)**

 

**CAPITAL ONE AUTO FINANCE TRUST2003-A,********IssuerCAPITAL ONE AUTO RECEIVABLES, LLC,********Registrant and Seller**

(Exact name of registrant as specified in its charter)

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

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

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**1680 CapitalOne DriveMcLean, Virginia 22102(703) 720-1000**(Address and Telephone Number of Principal Executive Offices)

 

**None**(Former Name or Former Address, if Changed Since Last Report)

 

 

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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**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

ýYes*  o No

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.

 

Yes o No ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).

 

Yes o No ý

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.  **None**

 

Registrant does not haveany voting stock.

 

DocumentsIncorporated by Reference.  **None.**

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*OnJanuary 15, 1998, Bay View Securitization Corporation, as originator of the BayView Auto Trusts, was issued a no-action letter (“No-Action Letter”) by the Securities and Exchange Commissionwith respect to certain of the registrant's reporting requirements pursuant toSection 13 or 15(d) of the Act.  ThisForm 10-K has been prepared in accordance with the terms of the No-ActionLetter.

 

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**PART I**

 

Item 1.                                                             **Business**

 

This Annual Report onForm 10-K (the “Report”) is filed with respect to Capital One Auto FinanceTrust 2003-A (the “Trust”), a statutory trust formed under the laws of theState of Delaware pursuant to a Trust Agreement, dated as of April 15,2003 (the “Trust Agreement”), between Capital One Auto Receivables, LLC, theregistrant (referred to herein as the “Company”) and Wilmington Trust Company,as owner trustee (the “Owner Trustee”). The Trust issued $1,209,677,419 inaggregate principal amount of asset-backed notes, Classes A-1, A-2, A-3-A,A-3-B, A-4-A, A-4-B and B (the “Notes”) pursuant to an Indenture, dated as ofJune 3, 2003 (the “Indenture”), between the Trust and JPMorgan Chase Bank, asindenture trustee (the “Indenture Trustee”) and operating pursuant to anAmended and Restated Trust Agreement, dated as of June 3, 2003 (the“Amended and Restated Trust Agreement”) between the Company and the OwnerTrustee.

 

Item 2.                                                             **Properties**

 

See Item 15.

 

Item 3.                                                             **Legal Proceedings**

 

None.

 

Item 4.                                                             **Submission of Matters to aVote of Security Holders**

 

None.

 

**PART II**

 

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

 

To the best knowledge ofthe registrant, there is no established public trading market for the Notes.

 

(a)                                  At December 31, 2003 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 Discussion andAnalysis of Financial Condition and Results of Operation**

 

Not applicable.

 

Item 7A.                                                   **Quantitative and QualitativeDisclosures About Market Risk**

 

Not applicable.

 

Item 8.                                                             **Financial Statements andSupplementary Data**

 

Not applicable.

 

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

 

None.

 

Item 9A.                                                   **Controls and Procedures**

 

Not Applicable.

 

**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 Relationships andRelated Transactions**

 

(a)                                  (1)                                  Not Applicable.

 

(2)                                  Not applicable.

 

(3)                                  None.

 

(4)                                  None.

 

Item 14.                                                       **Principal Accounting Feesand Services**

 

Not applicable.

 

**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.

 

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(b)                                 Reports on Form 8-K.

 

The following CurrentReports on Form 8-K were filed by the registrant during the year endingDecember 31, 2003:

 
| **Date of Report**  |   | **Items  Reported** |
|---------------------|--------|---------------------|
|                |   |                |
| May 22, 2003*       |   | Items 5, 7          |
| June 3, 2003*       |   | Items 5, 7          |
| June 16, 2003*      |   | Items 5, 7          |
| July 10, 2003*      |   | Items 5, 7          |
| August 12, 2003*    |   |                |
| September 10, 2003* |   | Items 5, 7          |
| October 10, 2003*   |   | Items 5, 7          |
| November 12, 2003*  |   | Items 5, 7          |
| December 10, 2003*  |   | Items 5, 7          |
| January 12, 2004*   |   | Items 5, 7          |

 

(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**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
| Date:  | March 29, 2004                                                           |                      |   |
|--------|--------------------------------------------------------------------------|---------------------------|--------|
|   |                                                                     |                      |
|   |                                                                     |                      |
|   | CAPITAL ONE AUTO  FINANCE TRUST 2003-A                                   |
|   | (Co-Registrant)                                                          |                      |
|   |                                                                     |                      |
|   | By:  Capital One Auto Finance, Inc., as  Administrator of the Trust |                      |
|   |                                                                     |                      |
|   |                                                                     |                      |
|   | By:                                                                      | /s/ Stephen Linehan       |   |
|   |                                                                     | Stephen Linehan           |
|   |                                                                     | Assistant Vice  President |
|        |                                                                          |                           |        |  |  |  |

 

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**EXHIBIT INDEX**

 

Exhibit 3.1: LimitedLiability Company Agreement of the Company (Filed as an Exhibit to RegistrationStatement on Form S-3 (File No. 333-54736)).*

 

Exhibit 3.2: Amended andRestated Limited Liability Company Agreement of the Company dated as of July26, 2001 (Filed as part of the Company’s Current Report on Form 8-K datedAugust 6, 2001).*

 

Exhibit 4.1: Amended andRestated Trust Agreement dated June 3, 2003 between the Company and theOwner Trustee (Filed as part of the Company’s Current Report on Form 8-K datedJune 16, 2003).*

 

Exhibit 4.2: Indenturedated June 3, 2003 between the Trust and the Indenture Trustee (Filed aspart of the Company’s Current Report on Form 8-K dated June 16, 2003).*

 

Exhibit 4.3: NoteGuaranty Insurance Policy dated as of June 3, 2003 delivered by AmbacAssurance Corporation (Filed as part of the Company’s Current Report on Form8-K dated June 16, 2003).*

 

Exhibit 10.1: Transferand Assignment Agreement dated June 3, 2003 between the Company andCapital One Auto Finance, Inc. (Filed as part of the Company’s Current Reporton Form 8-K dated June 16, 2003).*

 

Exhibit 10.2:Contribution Agreement dated June 3, 2003 between the Trust and theCompany (Filed as part of the Company’s Current Report on Form 8-K datedJune 16, 2003).*

 

Exhibit 10.3: ServicingAgreement dated June 3, 2003 between Capital One Auto Finance, Inc., theCompany and the Trust (Filed as part of the Company’s Current Report on Form8-K dated June 16, 2003).*

 

Exhibit 10.4:Administration Agreement dated June 3, 2003 among the Trust, Capital OneAuto Finance, Inc. and the Indenture Trustee (Filed as part of the Company’sCurrent Report on Form 8-K dated June 16, 2003).*

 

Exhibit 10.5: InsuranceAgreement dated as of June 3, 2003 among Ambac Assurance Corporation,Capital One Auto Finance, Inc., the Company, the Owner Trustee and theIndenture Trustee (Filed as part of the Company’s Current Report on Form 8-Kdated June 3, 2003).*

 

Exhibit 31:  Certification of Officer of Registrant andSeller.

 

Exhibit 99.1: AggregateTrust Data.

 

Exhibit 99.2:Certification of Officer of Servicer.

 

Exhibit 99.3: Annual Report of Independent Public Accountants.

 

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*Incorporated byreference.

 

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