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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


                                   ----------


                                    
FORM 10-K
                                 Current Report


              Annual Report Pursuant to Section
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 orOR 15(d) of the
                         Securities Exchange Act ofOF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:ended December 31, 1999




                            2002.
or
o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
000-25762
(Commission File Number)
Capital One Funding, LLC, As Depositor
CAPITAL ONE MASTER TRUST
                                CAPITAL ONE BANK
             (Exact
(Exact name of registrant as specified in its charter)



         Virginia                                                 54-1719855
- -------------------------------                              -------------------
(State
Delaware
(State or other jurisdictionOther Jurisdiction of (IRSIncorporation of the Issuer)

54-1719855
(Registrant’s I.R.S. Employer
       incorporation) Identification No.)

Capital One Funding, LLC
140 East Shore Drive,
Room 1048
Glen Allen, Virginia 23059
(804) 967-1000
(Address and Telephone Number of Principal Executive Offices)
11013 West Broad Street Road
Glen Allen, Virginia  23060
- --------------------------------------------------              --------------
  (Address of principal executive offices)                        (Zip Code)


              (Registrant's telephone number, including area code):
                                 (804) 967-1000


                                                                    Page 1 of 40
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
        None

Securities Registered pursuant to Section 12(g)Exchange Act of the act:

Series 1993-4 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1993-4
5.8% Class B Asset Backed Certificates, Series 1993-4

Series 1994-3 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1994-3
7.35% Class B Asset Backed Certificates, Series 1994-3

Series 1995-1 Certificates
Floating Rate Class A Asset Backed Certificates, Series 1995-1

Series 1995-3 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1995-3

Series 1996-1 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-1

Series 1996-2 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-2

Series 1996-3 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-3

Series 1997-1 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-1

Series 1997-2 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-2

Series 1998-1 Certificates
6.310% Class A Asset Backed Certificates, Series 1998-1
6.356% Class B Asset Backed Certificates, Series 1998-1

Series 1998-2 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1998-2


                                                                    Page 2 of 40


Series 1998-3 Certificates
5.94% Class A Asset Backed Certificates, Series 1998-3

Series 1998-4 Certificates
5.43% Class A Asset Backed Certificates, Series 1998-4
Floating Rate Class B Asset Backed Certificates, Series 1998-4

Series 1999-1 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-1

Series 1999-2 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-2

Series 1999-3 Certificates
Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-3


1934:
None
Securities to be registered pursuant to Section 12(g) of the Act:
        None

        Securities Exchange Act of 1934:
Class A Floating Rate Asset Backed Certificates, Series 1996-3
Class B Floating Rate Asset Backed Certificates, Series 1996-3
   Class A 6.310% Asset Backed Certificates, Series 1998-1
   Class B 6.356% Asset Backed Certificates, Series 1998-1
   Class A 5.43% Asset Backed Certificates, Series 1998-4
   Class A 6.763% Asset Backed Certificates, Series 2000-4
   Class A 6.6557% Asset Backed Certificates, Series 2000-5
   Class A 5.57% Asset Backed Certificates, Series 2001-2
Class A Floating Rate Asset Backed Certificates, Series 2001-4
2

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes  Xo No
                                                              -----    -----

        
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes o No ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o No ý
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  None
Registrant does not have any voting stock.

        Registrant has not been involved in bankruptcy proceedings during the
preceding five years.

        Registrant is not reporting as a corporate issuer.

        No documents have been incorporated by reference into this Form 10K.

                           
THE INDEX APPEARS ON PAGE 7


                                                                    Page 
3

Part I
Item 1.Business
This Annual Report on Form 10-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 Servicing Agreement, dated as of 40


                                     Part I

Item 1.         Business
                Not Applicable.

September 30, 1993, amended and restated as of August 1, 2002, between Capital One Funding, LLC as transferor and The Bank of New York, as trustee (the “Trustee”).  Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the letter relief granted by the staff of the SEC to other companies in similar circumstances.
Item 2.Properties
Not Applicable.

applicable.
Item 3.Legal Proceedings
The registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets, the Servicer or Capital One Bank.

Funding, LLC.
Item 4.Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Certificateholders during the fiscal year covered by this report to a vote of Certificateholders.

                                    Report.
Part II
Item 5.Market for Registrant'sRegistrant’s Common Equity and Related Stockholder Matters
To the best knowledge of the registrant, there is no established public trading market for the Certificates.
(a)For purposes of this report, "Certificateholders"“Certificateholders” includes Class A Certificateholders, Class B Certificateholders, any holders of Class C Interest and holders of any Collateral Indebtedness Interest.
(b)Not Applicable.
Item 6.Selected financialFinancial Data
Not Applicable.

applicable.
Item 7.         Management'sManagement’s Discussion and Analysis of Financial conditionCondition and Results of Operations
Not Applicable.

applicable.
Item 7A.                 Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.Financial Statements and Supplementary Data
Not Applicable.


                                                                    Page 4 of 40
applicable.
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Part III
Item 10.Directors and Executive Officers of the Registrant
Not Applicable.

applicable.
Item 11.Executive Compensation
Not Applicable.

applicable.
4

Item 12.Security Ownership of Certain Beneficial Owners and Management
(a)Not Applicable.
                applicable.
(b)Not Applicable.
                applicable.
(c)Not Applicable.

applicable.
Item 13.Certain Relationships and Related Transactions
(a)The registrant knows of no transaction or series of transactions during 1999fiscal year 2002 or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Certificateholder identified in itemItem 12(a) or any other beneficial owner of more than five percent of Certificates known to the registrant had or will have a direct or indirect material interest.  There are no persons of the types described in Item 404(a)(1), (2) and (4).
(b)Not applicable
                applicable.
(c)Not Applicable


                                     applicable.
Item 14.Controls and Procedures
Not applicable.
Part IV
Item 14.        15.Exhibits, Financial Statement Schedules, and Reports Onon Form 8-K
(a)(1)Not applicable.
(2)Not applicable.
(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:Form 8-K were filed by the registrant relating to 1999: Current Reports
                on Form 8-K dated: January 15, 1999; February 16, 1999; March
                15, 1999; April 15, 1999; May 17, 1999; June 16, 1999; July 15,
                1999; August 16, 1999; September, 20, 1999; October 15, 1999;
                November 15, 1999;during the year ending December 15, 1999.


                                                                    Page 31, 2002:
Date
Items Reported
January 28, 2002
Items 5 and 7
February 12, 2002
Items 5 and 7
March 12, 2002
Items 5 and 7
April 10, 2002
Items 5 and 7
April 18, 2002
Items 5 and 7
May 10, 2002
Items 5 and 7
May 15, 2002
Items 5 and 7
June 12, 2002
Items 5 and 7
June 13, 2002
Items 5 and 7
June 14, 2002
Items 5 and 7
July 10, 2002
Items 5 and 7
August 2, 2002
Items 9 and 7
August 8, 2002
Items 5 and 7
September 11, 2002
Items 5 and 7
October 9, 2002
Items 5 and 7
November 12, 2002
Items 5 and 7
November 12, 2002
Items 5 and 7
December 10, 2002
Items 5 and 7
(c)See subparagraph (a)(3) above.
(d)Not applicable.
5 of 40

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has 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
Chief Financial Officer
CERTIFICATIONS
I, Stephen Linehan, certify that:
1.I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Capital One Master Trust
                                              (Registrant)

                                          By: Capital One Bank
                                              (SellerTrust;
2.Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3.Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicer under the Pooling and Servicer)

                                          By: /s/ David M. Willey
                                              ---------------------------------
                                              David M. Willey
                                              Senior Vice PresidentServicing Agreement, for inclusion in these reports is included in these reports;
4.Based on my knowledge and CFO


                                                                    Page 6upon the annual compliance statement included in the reports and required to be delivered to the Trustee in accordance with the Pooling and Servicing Agreement, and except as disclosed in the reports, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement; and
5.The reports disclose all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the attestation standards established by the American Institute of 40
Certified Public Accountants, as set forth in the Pooling and Servicing Agreement, that is included in these reports.
March 31, 2003
/s/ Stephen Linehan
Stephen Linehan
Chief Financial Officer
Capital One Funding, LLC
6

EXHIBIT INDEX                                                       PAGE NOS
Exhibit 3.1
Amended and Restated Limited Liability Agreement of Capital One Funding, LLC dated as of July 31, 2002 (File No. 333-75276)*
Exhibit 3.2
Amended and Restated Pooling and Servicing Agreement (File No. 333-75276)*
Exhibit 99.0
Capital One Master Trust Aggregated Data for 1999                        9

2002.
Exhibit 99.1
Annual Certificateholders'Certificateholders’ Statement required to be                     10
                      prepared pursuant to Series 1993-4 Supplement.

Exhibit 99.2          Annual Certificateholders' Statement required to be                     11
                      prepared pursuant to Series 1994-3 Supplement.

Exhibit 99.3          Annual Certificateholders' Statement required to be                     13
                      prepared pursuant to Series 1995-1 Supplement.

Exhibit 99.4          Annual Certificateholders' Statement required to be                     15
                      prepared pursuant to Series 1995-3 Supplement.

Exhibit 99.5          Annual Certificateholders' Statement required to be                     17
                      prepared pursuant to Series 1996-1 Supplement.

Exhibit 99.6          Annual Certificateholders' Statement required to be                     19 prepared pursuant to Series 1996-2 Supplement.
Exhibit 99.7          99.2
Annual Certificateholders'Certificateholders’ Statement required to be                     21 prepared pursuant to Series 1996-3 Supplement.
Exhibit 99.8          99.3
Annual Certificateholders'Certificateholders’ Statement required to be                     23 prepared pursuant to Series 1997-1 Supplement.
Exhibit 99.9          99.4
Annual Certificateholders' SupplementCertificateholders’ Statement required to be                    25 prepared pursuant to Series 1997-2 Supplement.
Exhibit 99.10         99.5
Annual Certificateholders'Certificateholders’ Statement required to be                     27 prepared pursuant to Series 1998-1 Supplement.
Exhibit 99.11         99.6
Annual Certificateholders'Certificateholders’ Statement required to be                     29
                      prepared pursuant to Series 1998-2 Supplement.



                                                                    Page 7 of 40

Exhibit 99.12         Annual Certificateholders' Statement required to be                     31
                      prepared pursuant to Series 1998-3 Supplement.

Exhibit 99.13         Annual Certificateholders' Statement required to be                     33 prepared pursuant to Series 1998-4 Supplement.
Exhibit 99.14         99.7
Annual Certificateholders'Certificateholders’ Statement required to be                     35 prepared pursuant to Series 1999-1 Supplement.
Exhibit 99.15         99.8
Annual Certificateholders'Certificateholders’ Statement required to be                     37 prepared pursuant to Series 1999-2 Supplement.
Exhibit 99.16         99.9
Annual Certificateholders'Certificateholders’ Statement required to be                     39 prepared pursuant to Series 1999-3 Supplement.
Exhibit 99.10
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-1 Supplement.
Exhibit 99.11
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-2 Supplement.
Exhibit 99.12
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-3 Supplement.
Exhibit 99.13
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-4 Supplement.
Exhibit 99.14
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-5 Supplement.
Exhibit 99.15
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-1 Supplement.
Exhibit 99.16
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-2 Supplement.



                                                                    Page 
* Incorporated by Reference
7

Exhibit 99.17
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-3 Supplement.
Exhibit 99.18
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-4 Supplement.
Exhibit 99.19
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-5 Supplement.
Exhibit 99.20
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-6 Supplement.
Exhibit 99.21
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-7 Supplement.
Exhibit 99.22
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-8 Supplement.
Exhibit 99.23
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-1 Supplement.
Exhibit 99.24
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-2 Supplement.
Exhibit 99.25
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-3 Supplement.
Exhibit 99.26
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-4 Supplement.
Exhibit 99.27
Annual Servicer’s Certificate for the Trust
Exhibit 99.28
Annual Report of Independent Public Accountants
8 of 40