**Exhibit 99.2**

 

**OFFICER’S CERTIFICATE**

**CAPITAL ONE AUTO FINANCE TRUST 2003-A**

 
| Wilmington  Trust Company, as Owner Trustee                            |   | Moody’s  Investors Service, Inc. |
|------------------------------------------------------------------------|--------|---------------------------------------|
| for  Capital One Auto Finance Trust 2003-A                             |   | 99  Church Street                     |
| Rodney  Square North                                                   |   | New  York, New York  10007       |
| 1100  North Market Street                                              |   | Attention:  ABS Monitoring Dept. |
| Wilmington,  DE  19890-0001                                       |   |                                  |
| Attention:  Corporate Trust Department                            |   |                                  |
|                                                                   |   |                                  |
| Lehman  Brothers Special Financing Inc.                                |   | Standard  & Poor’s           |
| c/o  Lehman Brothers Inc.                                              |   | 55  Water Street                      |
| Transaction  Management                                                |   | New  York, New York  10041       |
| 745  Seventh Avenue, 28th Floor                                        |   | Attention:  Surveillance         |
| New  York, New York  10019                                        |   |                                  |
| Attention:  Documentation  Manager                                |   |                                  |
|                                                                   |   |                                  |
| JPMorgan  Chase Bank                                                   |   |                                  |
| 4  New York Plaza, 6th Floor                                           |   |                                  |
| New  York, New York  10004-2413                                   |   |                                  |
| Attention:  Structured Finance Administration –  Capital One |   |                                  |
|                                                                   |   |                                  |
| Ambac  Assurance Corporation                                           |   |                                  |
| One  State Street Plaza                                                |   |                                  |
| New  York, New York  10004                                        |   |                                  |
| Attention:  Structured Finance Department ABS                     |   |                                  |

 

This Officer’s Certificateis being issued in accordance with Section 2.09 of the Servicing Agreementdated as of June 3, 2003 (the “Agreement”) by and among Wilmington TrustCompany, as owner trustee, JPMorgan Chase Bank, as indenture trustee andCapital One Auto Finance, Inc., as Servicer (the “Servicer”). Terms nototherwise defined herein shall have the meanings ascribed thereto in theAgreement.

 

By his or her signaturebelow, the undersigned officer of the Servicer, certifies that effective as ofDecember 31, 2003:

 

(a)                                  a review of the activities of the Servicerduring the preceding 12 month period (or shorter period, if applicable) and theServicer’s performance under the Agreement during such period has been madeunder my supervision;

 

(b)                                 based on such review, to the best of myknowledge, the Servicer has complied with all conditions and covenants underthe Agreement throughout the preceding 12 month period.

 
|   | CAPITAL  ONE AUTO FINANCE, INC.,             |
|--------|----------------------------------------------|
|   | as  Servicer                                 |
|   |                                         |
|   |                                         |
|   | By:  /s/ Steve Cunningham                    |   |
|   | Steve  Cunningham - Assistant Vice President |
|   |                                         |
|   | Date:  March 29, 2004                        |

 

 

 

 

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