**Exhibit99.3**

 

Report ofManagement on Compliance

 

We, as members ofmanagement of Capital One Bank (the “Bank”), a wholly-owned subsidiary ofCapital One Financial Corporation, are responsible for complying with therequirements 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, 4.05and 8.08 of the Pooling and Servicing Agreement dated as of September 30, 1993,amended and restated as of August 1, 2002, which was filed with the Securitiesand Exchange Commission on Form S-3/A on September 13, 2002 (the “Agreement”)as modified by the applicable sections in Article IV of the Series Supplementsto the Agreements listed below (the “Supplements”), filed with the Securitiesand Exchange Commission on the dates indicated below:

 
| **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                                                    |

 

We also are responsiblefor establishing and maintaining effective internal control over compliancewith the requirements referred to above.

 

An evaluation of the Bank’scompliance 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 Agreement as modified by the applicablesections in Article IV of the Supplements relating to Series 1998-1, 1999-3,2000-3, 2001-1, 2001-2, 2001-3, 2001-5, 2001-6, 2001-8, 2002-1, 2002-2, 2002-4,and 2002-CC as of December 31, 2005 and for the year then ended has beenperformed under our supervision. Based on this evaluation, we assert that as ofand for the year ended December 31, 2005, the Bank complied in all materialrespects with the requirements of these sections of the Agreement as modified,where applicable, by the Supplements referred to above.

 
| CAPITAL ONE BANK | CAPITAL ONE BANK   |
|------------------|--------------------|
|             |               |   |   |
| By:              | /s/ Catherine West |   | By: | /s/ Susan McFarland |   |
| Name:            | Catherine West     | Name: | Susan McFarland |
| Title:           | President          | Title: | Chief Financial Officer |
|             |               |   |   |
|             |               |   |   |
| March 15, 2006   |               |   |
|                  |                    |  |  |  |  |

 

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