**UNITED STATESSECURITIES 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 thefiscal year ended December 31, 2003**

 

**or**

 
| **o** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------|

 

**For thetransition period from                      to                      **

 

**Commission file number 000-25762**

 

**Capital One Funding, LLC, as Depositor**

**on behalf of**

 

**CAPITAL ONE 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 1048****Glen Allen,  Virginia** |   | **23059**                              |
| (Address  of principal executive offices)                                                       |   | (Zip  Code)                            |

 

Registrant’s telephonenumber, including area code: **(804) 967-1000**

 

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

 

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, Series2000-4**

**Class A Floating Rate Asset Backed Certificates, Series 2001-2**

**Class A Floating Rate Asset Backed Certificates, Series2001-4**

(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   ̈

 

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 August24, 1995, Sears Receivables Financing Group, Inc., as originator of SearsCredit Account Master Trust II, was issued a no-action letter (“No-ActionLetter”) by the Securities and Exchange Commission with respect to certain ofthe registrant’s reporting requirements pursuant to Section 13 or 15(d) of theAct.  This Form 10-K has been preparedin accordance 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 andServicing Agreement, dated as of September 30, 1993 (the “Pooling and ServicingAgreement”), amended and restated as of August 1, 2002, among Capital OneFunding, LLC, as transferor, Capital One Bank, as servicer, and The Bank of NewYork, as trustee (the “Trustee”). Capitalized terms not defined in this Report have the meaning assignedto 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 form through the facilities of TheDepository Trust Company (“DTC”), a “clearing agency” registered pursuant tothe provisions of Section 17A of the Securities Exchange Act of 1934, asamended.  Each publicly-offered class ofthe Trust’s Investor Certificates is represented by one or more certificatesregistered in the 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 the No-ActionLetter.

 

**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 of CertainBeneficial 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 record of such InvestorCertificates, which it holds on behalf of brokers, dealers, banks, and other directparticipant in the DTC system.  Suchdirect participants may hold the investor certificates for their own accountsor for the accounts of their customers. The name and address of Cede is Cede & Co., c/o The Depository TrustCompany, 55 Water Street, New York, NY 10041.

 

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Capital One Funding, LLC owns100% of the Transferor Certificate, which represents beneficial ownership of aresidual interest in the assets of the Trust as provided in the Pooling andServicing 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 Fees andServices.**

 

Not applicable.

 

**PART IV**

 

**Item 15.**         **Exhibits****, Financial Statement Schedules, and Reports on Form8-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 listedin the Exhibit Index.

 

(b)           Reports on Form 8-K.

The following Current Reports on Form 8-K were filed by the registrantduring, or otherwise relating to, 2003:

 
| **Date**           |   | **Items Reported** |
|--------------------|--------|--------------------|
| January 9, 2003    |   | Items 5 and 7      |
| February 11, 2003  |   | Items 5 and 7      |
| March 10, 2003     |   | Items 5 and 7      |
| April 10, 2003     |   | Items 5 and 7      |
| May 12, 2003       |   | Items 5 and 7      |
| May 16, 2003       |   | Items 5 and 7      |
| June 11, 2003      |   | Items 5 and 7      |
| July 10, 2003      |   | Items 5 and 7      |
| August 11, 2003    |   | Items 5 and 7      |
| August 12, 2003    |   | Items 5 and 7      |
| August 15, 2003    |   | Items 5 and 7      |
| September 10, 2003 |   | Items 5 and 7      |
| September 11, 2003 |   | Items 5 and 7      |
| September 23, 2003 |   | Items 5 and 7      |
| October 1, 2003    |   | Items 5 and 7      |
| October 10, 2003   |   | Items 5 and 7      |
| October 17, 2003   |   | Items 5 and 7      |

 

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| November 3, 2003  |   | Items 5 and 7 |
|-------------------|--------|---------------|
| November 10, 2003 |   | Items 5 and 7 |
| November 14, 2003 |   | Items 5 and 7 |
| December 3, 2003  |   | Items 5 and 7 |
| December 10, 2003 |   | Items 5 and 7 |
| January 6, 2004   |   | Items 5 and 7 |
| January 12, 2004  |   | Items 5 and 7 |

 

 

(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/ Stephen Linehan |   |
|   |                     | Stephen Linehan |
|   |                     | President |

 

Date: March 30, 2004

 

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**EXHIBIT INDEX**

 

Exhibit No.

 

31.1         Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002and relevant rules and regulations of the Securities and Exchange Commission.

 

99.0         CapitalOne Master Trust Aggregated Data for 2003.

 

99.1         2003 Annual Certificateholders’ Statements prepared by the Servicer.

 

(a)           Series 1998-1

(b)           Series 1999-1

(c)           Series 1999-3

(d)           Series 2000-2

(e)           Series 2000-3

(f)            Series 2000-4

(g)           Series 2001-1

(h)           Series 2001-2

(i)            Series 2001-3

(j)            Series 2001-4

(k)           Series 2001-5

(l)            Series 2001-6

(m)          Series 2001-7

(n)           Series 2001-8

(o)           Series 2002-1

(p)           Series 2002-2

(q)           Series 2002-3

(r)            Series 2002-4

 

99.2         Annual Independent Accountants’ Report pursuant to Section 3.06 of thePooling and Servicing Agreement.

 

99.3         Report of Management on Compliance.

 

99.4         Annual Statement of Compliance from the Servicer.

 

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