**Exhibit99.2**

 

**Reportof Independent Accountants**

 

 

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 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 12, 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 onForm 8-K on the dates indicated below, regarding the Capital One Master Trustfor the year ended December 31, 2003.

 

 

| **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                               |   |       |                                      |   |

 

----

 

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.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants 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, 2003 is fairly stated, inall material respects.

 

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

 

 

March 23, 2004

 

 

2

----