**Exhibit 99.3**

 

**Reportof Management on Compliance**

 

 

We, as members of management of Capital One Bank (the “Bank”), awholly-owned subsidiary of Capital One Financial Corporation, are responsiblefor complying 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, amended and restated as of August 1, 2002,which was filed with the Securities and Exchange Commission on Form S-3/A onSeptember 12, 2002 (the “Agreement”) as modified by the applicable sections inArticle IV of the Series Supplements to the Agreements listed below (the“Supplements”), filed with the Securities and Exchange Commission on the datesindicated below.:

 
| **Series** | **Date Filed  with the  SEC on Form 8-K** |   | **Series** | **Date Filed  with the  SEC on Form 8-K** |   |
|------------|-------------------------------------------|--------|------------|-------------------------------------------|--------|
| 1996-3     | August 26, 1997                           |   | 2001-3     | May 22, 2001                              |   |
| 1998-1     | July 9, 1998                              |   | 2001-4     | July 3, 2001                              |   |
| 1998-4     | November 24, 1998                         |   | 2001-5     | August 24, 2001                           |   |
| 1999-1     | May 28, 1999                              |   | 2001-6     | September 17, 2001                        |   |
| 1999-3     | July 29, 1999                             |   | 2001-7     | October 25, 2001                          |   |
| 2000-1     | March 7, 2000                             |   | 2001-8     | November 5, 2001                          |   |
| 2000-2     | July 31, 2000                             |   | 2002-1     | January 28, 2002                          |   |
| 2000-3     | September 1, 2000                         |   | 2002-2     | April 18, 2002                            |   |
| 2000-4     | November 3, 2000                          |   | 2002-3     | May 15, 2002                              |   |
| 2000-5     | December 12, 2000                         |   | 2002-4     | June 13, 2002                             |   |
| 2001-1     | March 13, 2001                            |   | 2002-CC    | September 12, 2002                        |   |
| 2001-2     | May 9, 2001                               |   |       |                                      |   |

 

We also are responsible for establishing and maintaining effectiveinternal control over compliance with the requirements referred to above.

 

We have performed an evaluation of the Bank’s compliance 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 Agreement as modified by the applicable sections in Article IVof the Supplements relating to Series 1996-3, 1998-1, 1998-4, 1999-1, 1999-3,2000-1, 2000-2, 2000-3, 2000-4, 2000-5, 2001-1, 2001-2,    2001-3, 2001-4, 2001-5, 2001-6, 2001-7,2001-8, 2002-1, 2002-2, 2002-3, ,2002-4, and 2002-CC as of December 31, 2003and for the year then ended. Based on this evaluation, we assert that for theyear ended December 31, 2003, the Bank complied in all material respects withthe requirements of these sections of the Agreement as modified, whereapplicable, by the Supplements referred to above.

 

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| /s/ Catherine West |   | /s/ Susan McFarland     |
|--------------------|--------|-------------------------|
| Catherine West     |   | Susan McFarland         |
| President          |   | Chief Financial Officer |
| Capital One Bank   |   | Capital One Bank        |

 

 

 

 

 

March 23, 2004

 

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