**Exhibit 99.3**

 

Report of Independent Accountants

 

Capital One Auto Finance, Inc.

3901 Dallas Parkway

Plano, Texas 75093

 

And

 

JP Morgan Chase Bank

Structured Finance

4 New York Plaza

6th Street

New York, NY 10001

 

We have examined management’s assertion, included in the accompanying *Report ofManagement on Compliance*, that Capital One Auto Finance, Inc.’s(“COAF”), a wholly owned subsidiary of Capital One Financial Corporation,complied with the requirements of Sections2.08(b), 2.09, 2.10, 2.16, 2.17, 3.02, 3.03(b), and 3.04 of the ServicingAgreement dated as of June 3, 2003 regarding the Capital One Auto FinanceTrust, 2003-A Class A Notes (the “Agreement”), which was filed with theSecurities and Exchange Commission on Form 8-K on June 16, 2003, 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, asmembers of management of Capital One Auto Finance, Inc. (“COAF”), a whollyowned subsidiary of Capital One Financial Corporation, are responsible forcomplying with the requirements of Sections 2.08(b), 2.09, 2.10, 2.16, 2.17,3.02, 3.03(b) and 3.04 of the Servicing Agreement dated as of June 3, 2003 regarding the Capital One Auto FinanceTrust, 2003-A Class A Notes (the “Agreement”), which was filed with theSecurities and Exchange Commission on Form 8-K on June 16, 2003.  We are also responsible for establishing andmaintaining effective internal control over compliance with the requirementsreferred to in the preceding sentence.

 

We have performed an evaluation of COAF’s compliance with therequirements of Sections 2.08(b), 2.09, 2.10, 2.16, 2.17, 3.02, 3.03(b) and3.04 of the Agreement as of December 31, 2003 and for the year then ended.  Based on this evaluation, we assert that forthe year ended December 31, 2003, COAF complied in all material respects with therequirements of these sections of the Agreement.

 

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

 

 

 

 

 

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