**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM 10-K**

 

**(Mark One)**

 

| **ý**                                                                                                                                                                                                                                                                                                                               | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                     |
| **For the fiscal year ended  December 31, 2004**                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                     |
| **or**                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                     |
| ** ̈**                                                                                                                                                                                                                                                                                                                               | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                    |
| **For the transition period from                           to                         ** |

 

**Commissionfile number 000-25762**

 

CapitalOne Funding, LLC, as Depositor

 

onbehalf of

 

**CAPITALONE MASTER TRUST**

(Exactname of registrant as specified in its charter)

 
| **New  York**                                                                              | ** ** | **Not  applicable**                    |
|--------------------------------------------------------------------------------------------|------------|----------------------------------------|
| (State  or other jurisdiction  of incorporation or organization)                           |       | (I.R.S.  Employer  Identification No.) |
|                                                                                       |       |                                   |
| **c/o  Capital One Funding, LLC  140 East Shore Drive  Room 1071-B  Glen Allen, Virginia** | ** ** | **23059**                              |
| (Address  of principal executive offices)                                                  |       | (Zip  Code)                            |

 

Registrant’s telephonenumber, including area code: **(804) 290-6959**

 

Securities registeredpursuant to Section 12(b) of the Act:  **None.**

 

 

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Securities registeredpursuant to Section 12(g) of the Act:

 
| ** ** | **Class  A 6.310% Asset Backed Certificates, Series 1998-1**        | ** ** |
|------------|---------------------------------------------------------------------|------------|
| ** ** | **Class  B 6.356% Asset Backed Certificates, Series 1998-1**        | ** ** |
| ** ** | **Class  A Floating Rate Asset Backed Certificates, Series 2000-4** | ** ** |
| ** ** | **Class  A Floating Rate Asset Backed Certificates, Series 2001-2** | ** ** |

(Titleof Class)

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes  ý*         No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2). Yes  ̈ No ý

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of theregistrant computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscalquarter.

 

Registrant does not have anyvoting or non-voting common equity.

 

Documents incorporated byreference: None.

 

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* On August 24, 1995, Sears ReceivablesFinancing Group, Inc., as originator of Sears Credit Account Master Trust II,was issued a no-action letter (“No-Action Letter”) by the Securities and ExchangeCommission with respect to certain of the registrant’s reporting requirementspursuant to Section 13 or 15(d) of the Act. This Form 10-K has been prepared inaccordance with the terms of the No-Action Letter.

 

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**PART I**

 

**Item 1.****                                                          ****Business.**

 

This Annual Report on Form10-K (the “Report”) is filed with respect to Capital One Master Trust (the “Trust”),a trust formed pursuant to an Amended and Restated Pooling and ServicingAgreement, dated as of September 30, 1993 (the “Pooling and Servicing Agreement”),amended and restated as of August 1, 2002, among Capital One Funding, LLC, astransferor, Capital One Bank, as servicer, and The Bank of New York, as trustee(the “Trustee”). Capitalized terms not defined in this Report have the meaningassigned to them in the Pooling and Servicing Agreement.

 

**Item 2.****                                                          ****Properties.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 3.****                                                          ****Legal Proceedings.**

 

The registrant knows of nomaterial pending legal proceedings with respect to the Trust, involving theTrust, the Trustee (in its capacity as such), the Trust’s assets, Capital OneBank (in its capacity as servicer) or Capital One Funding, LLC, other thanroutine litigation incidental to the business of the Trust, the Trustee (in itscapacity as such), Capital One Bank (in its capacity as servicer) or CapitalOne Funding, LLC.

 

**Item 4.****                                                          ****Submission of Matters to aVote of Security Holders.**

 

None.

 

**PART II**

 

**Item 5.****                                                          ****Market for Registrant’sCommon Equity and Related Stockholder Matters.**

 

To the best knowledge of theregistrant, there is no established public trading market for the InvestorCertificates.

 

Each publicly-offered classof the Trust’s Investor Certificates is delivered and held in book-entry formthrough the facilities of The Depository Trust Company (“DTC”), a “clearingagency” registered pursuant to the provisions of Section 17A of the SecuritiesExchange Act of 1934, as amended. Each publicly-offered class of the Trust’sInvestor Certificates is represented by one or more certificates registered inthe name of Cede & Co. (“Cede”), the nominee of DTC.

 

**Item 6.****                                                          ****Selected Financial Data.**

 

Omitted pursuant to theNo-Action Letter.

 

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**Item 7.****                                                          ****Management’s Discussion andAnalysis of Financial Condition and Results of Operations.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 7A.****                                                 ****Quantitative and QualitativeDisclosures About Market Risk.**

 

Not applicable.

 

**Item 8.****                                                          ****Financial Statements andSupplementary Data.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 9.****                                                          ****Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure.**

 

None.

 

**Item 9A.****                                                 ****Controls and Procedures.**

 

Not applicable.

 

**PART III**

 

**Item 10.****                                                   ****Directors and ExecutiveOfficers of the Registrant.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 11.****                                                   ****Executive Compensation.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 12.****                                                   ****Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters.**

 

Each publicly-offered classof Investor Certificates is represented by one or more certificates registeredin the name of Cede, the nominee of DTC, and an investor holding an interest insuch class of Investor Certificates is not entitled to receive a certificaterepresenting such interest except in limited circumstances set forth in thePooling and Servicing Agreement. Accordingly, Cede is the sole holder of recordof such Investor Certificates, which it holds on behalf of brokers, dealers,banks, and other direct participants in the DTC system. Such directparticipants may hold the investor certificates for their own accounts or forthe accounts of their customers. The name and address of Cede is Cede &Co., c/o The Depository Trust Company, 55 Water Street, New York, NY 10041.

 

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Capital One Funding, LLCowns 100% of the Transferor Certificate, which represents beneficial ownershipof a residual interest in the assets of the Trust as provided in the Poolingand Servicing Agreement.

 

**Item 13.****                                                   ****Certain Relationships andRelated Transactions.**

 

The registrant knows of notransaction or series of transactions during the most recently completed fiscalyear, or any currently proposed transaction or series of transactions, in anamount exceeding $60,000, involving the Trust in which any InvestorCertificateholder identified in Item 12 above or any other beneficial owner ofmore than five percent of Investor Certificates known to the registrant had orwill have a direct or indirect material interest.

 

**Item 14.****                                                   ****Principal Accounting Feesand Services.**

 

Not applicable.

 

**PART IV**

 

**Item 15.****                                                   ****Exhibits, FinancialStatement Schedules, and Reports on Form 8-K.**

 
| (a)        | (1)        | Omitted pursuant to the  No-Action Letter.                                                                       |
|------------|------------|------------------------------------------------------------------------------------------------------------------|
|       | (2)        | Omitted pursuant to the  No-Action Letter.                                                                       |
|       | (3)        | The exhibits filed in  response to Item 601 of Regulation S-K are listed in the Exhibit Index.                   |
|       |       |                                                                                                             |
| (b)        |       | Reports  on Form 8-K.                                                                                            |
|       |       | The  following Current Reports on Form 8-K were filed by the registrant during, or  otherwise relating to, 2004: |
|       |       |                                                                                                             |
| ** ** | ** ** | **Date**                                                                                                         | ** ** | **Items Reported** |
|       |       | January 6, 2004                                                                                                  |   | Items 5 and 7 |
|       |       | January 12, 2004                                                                                                 |   | Items 5 and 7 |
|       |       | January 29, 2004                                                                                                 |   | Items 5 and 7 |
|       |       | February 10, 2004                                                                                                |   | Items 5 and 7 |
|       |       | February 11, 2004                                                                                                |   | Items 5 and 7 |
|       |       | March 3, 2004                                                                                                    |   | Items 5 and 7 |
|       |       | March 10, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | March 11, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | March 17, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | April 12, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | April 13, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | April 20, 2004                                                                                                   |   | Items 5 and 7 |
|       |       | May 12, 2004                                                                                                     |   | Items 5 and 7 |
|       |       | May 12, 2004                                                                                                     |   | Items 5 and 7 |
|       |       | June 10, 2004                                                                                                    |   | Items 5 and 7 |
|       |       | June 15, 2004                                                                                                    |   | Items 5 and 7 |
|       |       | June 15, 2004                                                                                                    |   | Items 5 and 7 |

 

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|   |   | July 12, 2004                              |   | Items 5 and 7       |
|--------|--------|--------------------------------------------|--------|---------------------|
|   |   | July 20, 2004                              |   | Items 5 and 7       |
|   |   | July 22, 2004                              |   | Items 5 and 7       |
|   |   | August 11, 2004                            |   | Items 5 and 7       |
|   |   | September 7, 2004                          |   | Items 8.01 and 9.01 |
|   |   | September 10, 2004                         |   | Items 8.01 and 9.01 |
|   |   | September 13, 2004                         |   | Items 8.01 and 9.01 |
|   |   | October 12, 2004                           |   | Items 8.01 and 9.01 |
|   |   | October 14, 2004                           |   | Items 8.01 and 9.01 |
|   |   | November 9, 2004                           |   | Items 8.01 and 9.01 |
|   |   | November 22, 2004                          |   | Items 8.01 and 9.01 |
|   |   | November 29, 2004                          |   | Items 8.01 and 9.01 |
|   |   | December 1, 2004                           |   | Item 8.01           |
|   |   | December 10, 2004                          |   | Items 8.01 and 9.01 |
|   |   | January 12, 2005                           |   | Items 8.01 and 9.01 |
|   |   |                                       |
| (c)    |   | See  subparagraph (a)(3) above.            |
|   |   |                                       |
| (d)    |   | Omitted  pursuant to the No-Action Letter. |

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|                 | Capital One Master Trust |
|----------------------|--------------------------|
|                 | (Registrant)             |
|                 |                     |
|                 | By:                      | Capital One Funding, LLC |
|                 |                     | (Depositor) |
|                 |                     |
|                 | By:                      | /s/ Steve Linehan |   |
|                 |                     | Stephen Linehan |
|                 |                     | President |
|                 |                     |
| Date: March 31, 2005 |                     |

 

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**EXHIBIT INDEX**

 

Exhibit No.

 
| 31.1   |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules  and regulations of the Securities and Exchange Commission. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                    |
| 99.0   |   | Capital  One Master Trust Aggregated Data for 2004.                                                                                                     |
|   |   |                                                                                                                                                    |
| 99.1   |   | 2004  Annual Certificateholders’ Statements prepared by the Servicer.                                                                              |
|   |   |                                                                                                                                                    |
|   |   | (a)                                                                                                                                                     | Series  1998-1 |
|   |   | (b)                                                                                                                                                     | Series  1999-3 |
|   |   | (c)                                                                                                                                                     | Series  2000-2 |
|   |   | (d)                                                                                                                                                     | Series  2000-3 |
|   |   | (e)                                                                                                                                                     | Series  2000-4 |
|   |   | (f)                                                                                                                                                     | Series  2001-1 |
|   |   | (g)                                                                                                                                                     | Series  2001-2 |
|   |   | (h)                                                                                                                                                     | Series  2001-3 |
|   |   | (i)                                                                                                                                                     | Series  2001-5 |
|   |   | (j)                                                                                                                                                     | Series  2001-6 |
|   |   | (k)                                                                                                                                                     | Series  2001-8 |
|   |   | (l)                                                                                                                                                     | Series  2002-1 |
|   |   | (m)                                                                                                                                                     | Series  2002-2 |
|   |   | (n)                                                                                                                                                     | Series  2002-3 |
|   |   | (o)                                                                                                                                                     | Series  2002-4 |
|   |   |                                                                                                                                                    |
| 99.2   |   | Report  of Independent Registered Public Accounting Firm pursuant to Section 3.06 of  the Pooling and Servicing Agreement.                              |
|   |   |                                                                                                                                                    |
| 99.3   |   | Report  of Management on Compliance.                                                                                                                    |
|   |   |                                                                                                                                                    |
| 99.4   |   | Annual  Statement of Compliance from the Servicer.                                                                                                      |

 

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