**Exhibit 99.3**

 

Report of Management onCompliance

 

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 13, 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 dates indicated below:

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** | ** ** |
|------------|------------|------------------------------------------|------------|
| 1998-1     |       | July 9, 1998                             |       |
| 1999-3     |       | July 29, 1999                            |       |
| 2000-2     |       | July 31, 2000                            |       |
| 2000-3     |       | September 1, 2000                        |       |
| 2000-4     |       | November 3, 2000                         |       |
| 2001-1     |       | March 13, 2001                           |       |
| 2001-2     |       | May 9, 2001                              |       |
| 2001-3     |       | May 22, 2001                             |       |

 
| **Series** | ** ** | **Date Filed with the  SEC on Form 8-K** | ** ** |
|------------|------------|------------------------------------------|------------|
| 2001-5     |       | August 24, 2001                          |       |
| 2001-6     |       | September 17, 2001                       |       |
| 2001-8     |       | November 5, 2001                         |       |
| 2002-1     |       | January 28, 2002                         |       |
| 2002-2     |       | April 18, 2002                           |       |
| 2002-3     |       | May 15, 2002                             |       |
| 2002-4     |       | June 13, 2002                            |       |
| 2002-CC    |       | September 13, 2002                       |       |

 

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

 

An evaluation of the Bank’s compliance with the requirements ofSections 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 theAgreement as modified by the applicable sections in Article IV of theSupplements relating to Series 1998-1, 1999-3, 2000-2, 2000-3, 2000-4, 2001-1,2001-2, 2001-3, 2001-5, 2001-6, 2001-8, 2002-1, 2002-2, 2002-3, ,2002-4, and2002-CC as of December 31, 2004 and for the year then ended has been performedunder our supervision. Based on this evaluation, we assert that for the yearended December 31, 2004, the Bank complied in all material respects with therequirements 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 17, 2005               |                                        |
|                              |                                             |  |  |  |  |

 

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