**Exhibit 99.4**

 

2002ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITALONE MASTER TRUST

SERIES 1997-2

 

Under the Amended andRestated Pooling and Servicing Agreement dated as of September 30, 1993, asamended and restated as of August 1, 2002 (as amended and supplemented, the“Agreement”), among the Bank, as Servicer, Capital One Funding, LLC, asTransferor, and The Bank of New York, as Trustee (the “Trustee”), Capital OneBank as Servicer is required to prepare certain information regardingdistributions to Certificateholders. The information which is required to be prepared with respect to thedistributions made during the preceding calendar year is set forth below.  Certain information is presented on thebasis of an original principal amount of $1,000 per investor Certificate (a“Certificate”).  Capitalized terms usedin this Certificate have their respective meanings set forth in the Amended andRestated Pooling and Servicing Agreement.

 

 

 
| A)  Information Regarding Distributions to the  Class A Certificateholders  (Stated on the Basis of $1,000 Original Principal Amount)                                                                                                                                                              |   |               |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The total amount of the  distribution to Class A Certificateholders per $1,000 Original Principal  Amount                                                                                                              |   | 1,015.0642229385   |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of the  distribution set forth in paragraph 1 above in respect of interest on the  Class A Certificates, per $1,000 Original Principal Amount                                                               |   | 15.0642229385      |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The amount of the  distribution set forth in paragraph 1 above in respect of principal of the  Class A Certificates, per $1,000 Original Principal Amount                                                              |   | 1,000.0000000000   |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| B)  Information Regarding Distributions to the  Class A Certificateholders  (Stated on the Basis of $10,000 Original Principal Amount)                                                                                                                                                             |   |               |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The total amount of the  distribution to Class A Certificateholders per $10,000 Original Principal  Amount                                                                                                             |   | 10,150.6422293850  |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of the  distribution set forth in paragraph 1 above in respect of interest on the  Class A Certificates                                                                                                     |   | 150.6422293850     |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The amount of the distribution  set forth in paragraph 1 above in respect of principal of the Class A  Certificates                                                                                                    |   | 10,000.0000000000  |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| C)  Information Regarding Distributions to the  Class A Certificateholders  (Stated on the Basis of $100,000 Original Principal Amount)                                                                                                                                                            |   |               |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The total amount of the  distribution to Class A Certificateholders per $100,000 Original Principal  Amount                                                                                                            |   | 101,506.4222938500 |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of the  distribution set forth in paragraph 1 above in respect of interest on the  Class A Certificates                                                                                                     |   | 1,506.4222938500   |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The amount of the  distribution set forth in paragraph 1 above in respect of principal of the  Class A Certificates                                                                                                    |   | 100,000.0000000000 |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| D)  Class A Investor Charge Off’s and  Reimbursement of Charge Off’s                                                                                                                                                                                                                     |   |               |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The amount of Class A  Investor Charge Off’s                                                                                                                                                                      |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of Class A  Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original  Principal Amount                                                                                                |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The total amount reimbursed  to the Trust in respect of Class A Investor Charge Off’s                                                                                                                             |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 4)              The amount set forth in  paragraph 3 above, per $1,000 Original Principal Amount (which will have the  effect of increasing, pro rata, the amount of each Series 1997-2 Investor  Certificateholder’s Investment) |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| E)  Information Regarding Distributions to the  Class B Certificateholders  (Stated on the Basis of $1,000 Original Principal Amount)                                                                                                                                                              |   |               |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The total amount of the  distribution to Class B Certificateholders per $1,000 Original Principal  Amount.                                                                                                             |   | 1,012.6580903140   |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of the  distribution set forth in paragraph 1 above in respect of interest on the  Class B Certificates, per $1,000 Original Principal Amount.                                                              |   | 12.6580903140      |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The amount of the  distribution set forth in paragraph 1 above in respect of principal of the  Class B Certificates, per $1,000 Original Principal Amount.                                                             |   | 1,000.0000000000   |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| F)  Class B Investor Charge Off’s and  Reimbursement of Charge Off's                                                                                                                                                                                                                          |   |               |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 1)              The amount of Class B  Investor Charge Off's                                                                                                                                                                           |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 2)              The amount of Class B  Investor Charge Off's set forth in paragraph 1 above, per $1,000 Original  Principal Amount                                                                                                     |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 3)              The total amount  reimbursed to the Trust in respect of Class B Investor Charge Off’s                                                                                                                             |   | 0.0000000000       |   |
|                                                                                                                                                                                                                                                                                                    |   |               |   |
| 4)              The amount set forth in  paragraph 3 above, per $1,000 Original Principal Amount (which will have the  effect of increasing, pro rata, the amount of each Series 1997-2 Investor  Certificateholder’s Investment) |   | 0.0000000000       |   |

 

 

----