**Exhibit 99.2**

 

Report of Independent RegisteredPublic Accounting Firm

 

 

Capital One Bank

11013 West Broad Street

Glen Allen, Virginia  23060

 

And

 

The Bank of New York, as Trustee

101 Barclay Street, Floor 8 West

Corporate Trust Administration – Asset Backed Securities Unit

New York, NY  10286

 

We have examined management’s assertion, included in the accompanying *Report of Management on Compliance*, that Capital One Bank(the “Bank”), a wholly-owned subsidiary of Capital One Financial Corporation,complied in all material 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 andServicing Agreement dated as of September 30, 1993, as amended and restated asof August 1, 2002, which was filed with the Securities and Exchange Commissionon Form S-3/A on September 13, 2002 (the “Agreement”), as modified by theapplicable sections in Article IV of the Series Supplements to the Agreementlisted below (the “Supplements”), which were filed with the Securities andExchange Commission on Form 8-K on the dates indicated below, regarding theCapital One Master Trust for the year ended December 31, 2004.

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** | ** ** |
|------------|------------|------------------------------------------|------------|
| 1998-1     |       | July 9, 1998                             |       |
| 1999-3     |       | July 29, 1999                            |       |
| 2000-2     |       | July 31, 2000                            |       |
| 2000-3     |       | September 1, 2000                        |       |
| 2000-4     |       | November 3, 2000                         |       |
| 2001-1     |       | March 13, 2001                           |       |
| 2001-2     |       | May 9, 2001                              |       |
| 2001-3     |       | May 22, 2001                             |       |

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** | ** ** |
|------------|------------|------------------------------------------|------------|
| 2001-5     |       | August 24, 2001                          |       |
| 2001-6     |       | September 17, 2001                       |       |
| 2001-8     |       | November 5, 2001                         |       |
| 2002-1     |       | January 28, 2002                         |       |
| 2002-2     |       | April 18, 2002                           |       |
| 2002-3     |       | May 15, 2002                             |       |
| 2002-4     |       | June 13, 2002                            |       |
| 2002-CC    |       | September 13, 2002                       |       |

 

Management is responsible for the Bank’s compliance with thoserequirements.  Our responsibility is toexpress an opinion on management’s assertion about the Bank’s compliance basedon our examination.

 

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Our examination was conducted in accordance with attestation standardsestablished by the U.S. Public Company Accounting Oversight Board and,accordingly, included examining, on a test basis, evidence about the Bank’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 the Bank’s compliance with specifiedrequirements.

 

In our opinion, management’s assertion that the Bank complied with theaforementioned Sections of the Agreement as modified by the applicable sectionsof the Supplements for the year ended December 31, 2004 is fairly stated, inall material respects.

 
| /s/ Ernst & Young LLP |   |
|---------------------------|--------|
| Ernst & Young LLP     |

 

 

March 18, 2005

 

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