**Exhibit99.2**

 

Independent Auditors’ Report on Compliance

 

Capital One Bank

11013 West Broad Street

Glen Allen, Virginia23060

 

And

 

The Bank of New York, asTrustee

101 Barclay Street, Floor8 West

Corporate TrustAdministration – Asset Backed Securities Unit

New York, NY 10286

 

We have examinedmanagement’s assertion, included in the accompanying *Report ofManagement on Compliance*, that Capital One Bank (the “Bank”), awholly-owned subsidiary of Capital One Financial Corporation, complied in allmaterial respects with the requirements of Sections 3.02, 3.04(a), 3.04(b),3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.09(a), 3.09(b), 4.02, 4.03(a), 4.03(b),4.03(c), 4.03(d), 4.04, 4.05 and 8.08 of the Pooling and Servicing Agreementdated as of September 30, 1993, as amended and restated as of August 1, 2002,which was filed with the Securities and Exchange Commission on Form S-3/A onSeptember 13, 2002 (the “Agreement”), as modified by the applicable sections inArticle IV of the Series Supplements to the Agreement listed below (the “Supplements”),which were filed with the Securities and Exchange Commission on Form 8-K on thedates indicated below, regarding the Capital One Master Trust for the yearended December 31, 2005.

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** |
|------------|------------|------------------------------------------------------------------------|
| 1998-1     |       | July 9, 1998                                                           |
| 1999-3     |       | July 29, 1999                                                          |
| 2000-3     |       | September 1,  2000                                                     |
| 2001-1     |       | March 13, 2001                                                         |
| 2001-2     |       | May 9, 2001                                                            |
| 2001-3     |       | May 22, 2001                                                           |
| 2001-5     |       | August 24, 2001                                                        |

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** |
|------------|------------|------------------------------------------------------------------------|
| 2001-6     |       | September 17,  2001                                                    |
| 2001-8     |       | November 5, 2001                                                       |
| 2002-1     |       | January 28, 2002                                                       |
| 2002-2     |       | April 18, 2002                                                         |
| 2002-4     |       | June 13, 2002                                                          |
| 2002-CC    |       | September 13,  2002                                                    |

 

Management is responsiblefor the Bank’s compliance with those requirements. Our responsibility is toexpress an opinion on management’s assertion about the Bank’s compliance basedon our examination.

 

Our examination wasconducted in accordance with attestation standards established by the U.S.Public Company Accounting Oversight Board and, accordingly, included examining,on a test basis, evidence about the Bank’s compliance with those requirementsand performing such other procedures as we considered necessary in thecircumstances. We believe that our examination provides a reasonable basis forour opinion. Our examination does not provide a legal determination on the Bank’scompliance with specified requirements.

 

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In our opinion,management’s assertion that the Bank complied with the aforementioned Sectionsof the Agreement as modified by the applicable sections of the Supplements asof and for the year ended December 31, 2005 is fairly stated, in all materialrespects.

 
| /s/ ERNST & YOUNG  LLP |   |
|----------------------------|--------|
|                       |
| March 15, 2006             |

 

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