10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: December 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For Transition period:

Commission File Number of issuing entity:  333-130862-01

CAPITAL ONE MASTER TRUST

(Exact Name of Issuing Entity as Specified in Its Charter)

(Issuing Entity of the Collateral Certificate)

Commission File Number of depositor: 333-130862

CAPITAL ONE FUNDING, LLC

(Exact Name of Depositor as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation

or Organization of the Issuing Entity)

c/o Capital One Funding, LLC

140 East Shore Drive
Room 1071-B
Glen Allen, VA 23059

(Address of Principal Executive Offices

of Issuing Entity)

(804) 290-6959

(Telephone number, including area code)

Not Applicable

(I.R.S. Employer Identification No.)

Not Applicable

(Former name, 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) of the Act:

Class A 6.310% Asset Backed Certificates, Series 1998-1
Class B 6.356% Asset Backed Certificates, Series 1998-1
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  o    No  x

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.    x  Yes    o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 II of the Form 10-K or any amendment to this form 10-K.    x  [Item 405 of Regulation S-K is not applicable.]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o Accelerated filer  o

Non-accelerated filer  x	Smaller reporting company  o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

Documents Incorporated by Reference.  None.

INTRODUCTORY NOTE

On August 24, 1995, Sears Receivables Financing Group, Inc., as originator of Sears Credit Account Master Trust II, was issued a no-action letter (the “No-Action Letter”) by the Securities and Exchange Commission with respect to certain of the registrant’s reporting requirements pursuant to Section 13 or 15(d) of the Act.  This Form 10-K has been prepared in accordance with the terms of the No-Action Letter.  Pursuant to the No-Action Letter, the registrant is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable”. This Form 10-K is not subject to Regulation AB promulgated by the Securities and Exchange Commission because this Form 10-K does not cover any securities issued after December 31, 2005. The Capital One Master Trust (the “Trust”) and the Capital One Multi-asset Execution Trust have prepared a separate Form 10-K subject to Regulation AB covering securities issued after December 31, 2005. Capital One Bank (USA), National Association is the servicer for the Trust and the Capital One Multi-asset Execution Trust. As required by Item 1122 of Regulation AB with respect to the Trust and the Capital One Multi-asset Execution Trust, Capital One Bank (USA), National Association has prepared an assertion on compliance with applicable Regulation AB criteria and Ernst & Young LLP has examined such assertion and issued a report thereon, which have been included in the Form 10-K for the Trust and the Capital One Multi-asset Execution Trust. The servicing platform to which such assertion relates is asset-backed securities transactions involving credit card receivables conducted by the Trust and the Capital One Multi-asset Execution Trust where the related asset-backed securities were outstanding during the Reporting Period of January 1, 2007 through December 31, 2007. A copy of Capital One Bank (USA), National Association’s report and Ernst & Young LLP’s examination thereon are included in this Form 10-K as Exhibit 99.4 and Exhibit 99.5, respectively.

PART I

Item 1. Business.

This Annual Report on Form 10-K (the “Report”) is filed with respect to the Trust, a trust formed pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as further amended by the First Amendment thereto dated March 1, 2008 (as further amended and supplemented from time to time, the “Pooling and Servicing Agreement”), among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York, as trustee (the “Trustee”).  Capitalized terms not defined in this Report have the meaning assigned to them in the Pooling and Servicing Agreement.

Risk Factors.

Not applicable.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Not applicable.

Item 3. Legal Proceedings.

Over the past several years, MasterCard International and Visa U.S.A., Inc., as well as several of their member banks, have been involved in several different lawsuits challenging various practices of MasterCard and Visa.

In November 2004, American Express filed an antitrust lawsuit (the “Amex lawsuit”) against MasterCard and Visa and several member banks alleging, among other things, that the defendants jointly and severally implemented and enforced illegal exclusionary agreements that prevented member banks from issuing American Express cards.  The complaint requested civil monetary damages.  Capital One Financial Corporation (the “Corporation”), Capital One Bank (the “Bank”), and Capital One, F.S.B. (the “Savings Bank”) were named as defendants in this lawsuit.  On November 7, 2007, Visa and American Express announced that the Amex lawsuit had been settled and that the remaining bank defendants named in the lawsuit, including the Corporation, the Bank and the Savings Bank, would be dropped as defendants and released from all claims asserted in the lawsuit.  On December 12, 2007, the Corporation announced that it would take a charge of approximately $80 million in the fourth quarter of 2007 in connection with the settlement of the American Express litigation.  Discover Financial Services has filed a similar set of claims against Visa and MasterCard.  The Corporation, the Bank, and the Savings Bank are not defendants in the Discover litigation.

2

                In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the United States District Court for the Northern District of California against several issuing banks, including the Corporation.  These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to cardholders, and that these fees are excessive.  In May 2007, the cases were consolidated for all purposes and a consolidated amended complaint was filed alleging violations of federal statutes and state law.  The amended complaint requests civil monetary damages, which could be trebled.  In November 2007, the court dismissed the amended complaint.  Plaintiffs have indicated that they intend to appeal that order.

                In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust lawsuits against MasterCard and Visa and several member banks, including the Corporation and its subsidiaries (including the Bank and the Savings Bank), alleging among other things, that the defendants conspired to fix the level of interchange fees.  The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only.  In October 2005, the class and merchant interchange lawsuits were consolidated before the United States District Court for the Eastern District of New York for certain purposes, including discovery.  Discovery is proceeding in these cases. The Corporation believes that it has meritorious defenses and intends to defend these cases vigorously. Given the complexity of the issues raised by these lawsuits and the uncertainty regarding: (i) the outcome of these lawsuits, (ii) the likelihood and amount of any possible judgments, (iii) the likelihood, amount and validity of any claim against the member banks, including the Corporation and its subsidiary banks, (iv) changes in industry structure that may result from the lawsuits and (v) the effects of these lawsuits, in turn, on competition in the industry, member banks, and interchange fees, the Corporation cannot determine at this time the long-term effects of these suits.

                In connection with litigation pending against Visa, the Corporation has initiated a legal reserve of approximately $60 million for estimated possible damages, reflecting Capital One’s share of potential damages as a Visa member.

In addition, the Corporation is commonly subject to various pending and threatened legal actions relating to the conduct of its normal business activities.  In the opinion of management of the Corporation, the ultimate aggregate liability, if any, arising out of any such pending or threatened legal actions will not be material to its consolidated financial position or its results of operations.

Item 4. Submission to Matters to a Vote of Security Holders.

None.

PART II

Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
	To the best knowledge of the registrant, there is no established public trading market for the Investor Certificates.
	Each publicly-offered class of the Trust’s Investor Certificates is delivered and held in book-entry form through the facilities of The Depository Trust Company (“DTC”), a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Each publicly-offered class of the Trust’s Investor Certificates is represented by one or more certificates registered in the name of Cede & Co. (“Cede”), the nominee of DTC.
Item 6:	Selected Financial Data.
	Not applicable.
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operation.
	Not applicable.
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk.
	Not applicable.
Item 8:	Financial Statements and Supplementary Data.
	Not applicable.
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	None.
Item 9A:	Controls and Procedures.
	Not applicable.
Item 9B:	Other Information.
	None.

3

PART III

Item 10:	Directors, Executive Officers and Corporate Governance.
	Not applicable.
Item 11:	Executive Compensation.
	Not applicable.
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	Each publicly-offered class of Investor Certificates is represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such class of Investor Certificates is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement. Accordingly, Cede is the sole holder of record of such Investor Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. Such direct participants may hold the investor certificates for their own accounts or for the account 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.
	Capital One Funding, LLC owns 100% of the Transferor Certificate, which represents beneficial ownership of a residual interest in the assets of the Trust as provided in the Pooling and Servicing Agreement.
Item 13:	Certain Relationships and Related Transactions, and Director Independence.
	The registrant knows of no transaction or series of transactions during the most recently completed fiscal year, or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Investor Certificateholder identified in Item 12 above or any other beneficial owner of more than five percent of Investor Certificates known to the registrant had or will have a direct or indirect material interest.
	The Trust does not have any directors.
Item 14:	Principal Accountant Fees and Services.
	Not applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)	Not applicable.
(a)(2)	Not applicable.
(a)(3)	The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b)	The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)	Not applicable.

4

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
By:	Capital One Funding, LLC, as depositor
	By:	/s/ Stephen Linehan
		Name: Stephen Linehan*
		Title: President
		Date: March 25, 2008
		*Stephen Linehan is the senior officer in charge of securitization of Capital One Funding, LLC.

5

EXHIBIT INDEX

Exhibit Number	Description
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.
99.1	Capital One Master Trust Aggregated Data for 2007.
99.2	2007 Annual Certificateholders’ Statements prepared by the Servicer
	(a) Series 1998-1
	(b) Series 2001-1
	(c) Series 2001-6
	(d) Series 2002-1
99.3	Servicer Compliance Statement of Capital One Bank (USA), National Association.
99.4	Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association.
99.5	Attestation Report of Ernst & Young LLC on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association.

6

EX-31.1

EXHIBIT 31.1

CERTIFICATION

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;

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 servicing, or similar, agreement for inclusion in these reports is included in these reports;

4.Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; 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 Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: The Bank of New York.

Date: March 25, 2008

By:	/s/ Stephen Linehan
Name:	Stephen Linehan*
Title:	President, Capital One Funding, LLC
	* Stephen Linehan is the senior officer in
	charge of securitization of Capital One
	Funding, LLC.

EX-99.1

Exhibit 99.1

Capital One Master Trust Aggregated Data for 2007
Aggregate Data for year ended December 31, 2007
Defaults	$	2,434,577,496.46
Total Collections	$	98,932,292,229.75
Collections of Principal Receivables	$	89,092,545,155.38
Collection of Finance Charge Receivables (includes amortization of annual membership fees)	$	9,878,040,504.00
Annual Servicing Fee Paid by each publicaly registered series	$	97,598,581.63
Aggregate amount paid to Certificateholders of publicaly registered series allocable to principal	$	2,370,000,000.00
Class A Investor Charge—Offs	$	0.00
Class B Investor Charge—Offs	$	0.00
Class C Investor Charge—Offs	$	0.00

EX-99.2(A)

Exhibit 99.2 (a)

2007 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 1998-1

                Under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and

restated as of August 1, 2002, January 13, 2006, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 (the “Agreement”), among Capital One Bank (USA), National Association, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee (the “Trustee”), Capital One Bank (USA), National Association is required to prepare certain information each month regarding current distributions to Certificateholders.  The information which is required to be prepared with respect to the distributions made during the preceding calendar year is set forth below.  Certain information is presented on the basis of an original principal amount of $1,000 per investor Certificate (a “Certificate”).  Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement.

A)	Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	63.1000000800
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	63.1000000800
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000
B)	Class A Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class A Investor Charge Off’s	$	0.00
	2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
C)	Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	63.5599994243
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	63.5599994243
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D)	Class B Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class B Investor Charge Off’s	$	0.00
	2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
E)	Information Regarding Distributions to the Class C Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class C Certificateholders per $1,000 Original Principal Amount.	62.9735455556
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class C Certificates, per $1,000 Original Principal Amount.	62.9735455556
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class C Certificates, per $1,000 Original Principal Amount.	0.0000000000
F)	Class C Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class C Investor Charge Off’s	$	0.00
	2)	The amount of Class C Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class C Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class C Certificates exceeds the Class C Invested Amount after giving effect to all transactions on such Distribution Date
G)	The Available Cash Collateral Amount as of the close of business on the preceding Distribution Date (after giving effect to any withdrawal from the Collateral Account) was equal to		$	9,456,264.78
H)	The Required Cash Collateral Amount as of the close of business on the current Distribution Date, after giving effect to any withdrawal from the Cash Collateral Account and payments to the Collateral Indebtedness Holder on such Distribution Date, will be equal to		$	9,456,264.78

EX-99.2(B)

Exhibit 99.2 (b)

2007 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-1

                Under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and

restated as of August 1, 2002, January 13, 2006, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 (the “Agreement”), among Capital One Bank (USA), National Association, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee (the “Trustee”), Capital One Bank (USA), National Association is required to prepare certain information each month regarding current distributions to Certificateholders.  The information which is required to be prepared with respect to the distributions made during the preceding calendar year is set forth below.  Certain information is presented on the basis of an original principal amount of $1,000 per investor Certificate (a “Certificate”).  Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement.

A)	Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	55.3902127897
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	55.3902127897
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000
B)	Class A Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class A Investor Charge Off’s	$	0.00
	2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
C)	Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class B Certificateholders
		per $1,000 Original Principal Amount.	58.5246571667
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	58.5246571667
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D)	Class B Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class B Investor Charge Off’s	$	0.00
	2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000
		Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will
		have the effect of increasing, pro rata, the amount of each Series 2001-1 Investor
		Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates
		exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
E)	Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal
		Amount.	65.1979906897
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the
		Collateral Interest, per $1,000 Original Principal Amount.	63.2729729885
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the
		Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000
F)	Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00
	2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.2(C)

Exhibit 99.2 (c)

2007 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-6

Under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and

restated as of August 1, 2002, January 13, 2006, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 (the “Agreement”), among Capital One Bank (USA), National Association, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee (the “Trustee”), Capital One Bank (USA), National Association is required to prepare certain information each month regarding current distributions to Certificateholders.  The information which is required to be prepared with respect to the distributions made during the preceding calendar year is set forth below.  Certain information is presented on the basis of an original principal amount of $1,000 per investor Certificate (a “Certificate”).  Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement.

A)	Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	55.2891016805
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	55.2891016805
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000
B)	Class A Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class A Investor Charge Off’s	$	0.00
	2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-6 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
C)	Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	58.4235461538
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	58.4235461538
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D)	Class B Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class B Investor Charge Off’s	$	0.00
	2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-6 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
E)	Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	67.0000004244
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	67.0000004244
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000
F)	Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00
	2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.2(D)

Exhibit 99.2 (d)

2007 ANNUAL

CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2002-1

Under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 (the “Agreement”), among Capital One Bank (USA), National Association, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee (the “Trustee”), Capital One Bank (USA), National Association is required to prepare certain information each month regarding current distributions to Certificateholders. The information which is required to be prepared with respect to the distributions made during the preceding calendar year is set forth below. Certain information is presented on the basis of an original principal amount of $1,000 per investor Certificate (a “Certificate”). Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement.

A)	Information Regarding Distributions to the Class A Certificateholders
	(Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	55.3902127754
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount on the Class A Certificates, per $1,000 Original Principal Amount	55.3902127754
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000
B)	Class A Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class A Investor Charge Off’s	$	0.00
	2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

	3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$		0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
C)		Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	59.4346571000
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	59.4346571000
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000
D)		Class B Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Class B Investor Charge Off’s	$		0.00
	2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000
		Original Principal Amount	0.0000000000

	3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-1 Investor Certificateholder’s Investment)	0.0000000000
	5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00
E)		Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)
	1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	67.5235459310
	2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	67.5235459310
	3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000
F)		Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s
	1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00
	2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000
	3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00
	4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.3

Exhibit 99.3

SERVICER COMPLIANCE STATEMENT

CAPITAL ONE MASTER TRUST

Capital One Master Trust

Capital One Funding, LLC

c/o 140 East Shore Drive, Room 1071-B

Glen Allen, Virginia 23059

In connection with the Annual Report on Form 10-K of Capital One Master Trust for the fiscal year ending December 31, 2007 (the “Report”), the undersigned, a duly authorized officer of Capital One Bank (USA), National Association (the “Servicer”), does hereby certify and represent that:

1.

A review of the activities and performance of the Servicer under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 (the “Agreement”) during the period that is the subject of the Report has been made under my supervision.

2.

To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the period that is the subject of the Report.

IN WITNESS WHEREOF, the undersigned has duly executed this Servicer Compliance Statement this 25th day of

March, 2008

CAPITAL ONE BANK (USA), National Association

By:	/s/ Ryan M. Schneider
Name:	Ryan M. Schneider
Title:	President

EX-99.4

Exhibit 99.4

Capital One Bank (USA), National Association

Report on Assessment of Compliance with Servicing Criteria

1.             Capital One Bank (USA), National Association (the “Asserting Party”) is responsible for assessing compliance with the servicing criteria applicable to it and its affiliate, Capital One Services, Inc. (“COSI”), under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2007 (the “Reporting Period”), as set forth in Appendix B hereto. The transactions covered by this report include asset-backed securities transactions involving credit card receivables conducted by Capital One Master Trust and Capital One Multi-asset Execution Trust where the related asset-backed securities were outstanding during the Reporting Period (the “Platform”), as listed in Appendix A hereto;

2.             The Asserting Party has engaged certain third parties to perform all or a portion of certain servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB. In each such case, these third parties have been identified as Parties Participating in the Servicing Function and have provided assessments of compliance pursuant to Item 1122 of Regulation AB.  The Asserting Party is not taking any responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such third parties’ activities;

3.             Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance by each of the Asserting Party and COSI with the applicable servicing criteria;

4.             The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix B hereto are inapplicable to the Asserting Party and COSI based on the activities that each performs with respect to the Platform;

5.             The Asserting Party and COSI have complied, in all material respects, with the applicable servicing criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole; and

6.             Ernst & Young LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the applicable servicing criteria as of December 31, 2007 and for the Reporting Period.

March 25, 2008

CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION

By:	/s/ Ryan Schneider
Name:	Ryan Schneider
Title:	President

APPENDIX A

Capital One Master Trust

1998-1

2000-3

2001-1

2001-6

2002-1

2002-2

2002-4

Capital One Multi-Asset Execution Trust

Class A

Class A (2002-1)

Class A (2003-A)

Class A (2003-3)

Class A (2003-4)

Class A (2003-5)

Class A (2003-7)

Class A (2004-1)

Class A (2004-2)

Class A (2004-3)

Class A (2004-4)

Class A (2004-5)

Class A (2004-6)

Class A (2004-7)

Class A (2004-8)

Class A (2004-NOVA)

Class A (2005-1)

Class A (2005-2)

Class A (2005-3)

Class A (2005-4)

Class A (2005-5)

Class A (2005-6)

Class A (2005-7)

Class A (2005-8)

Class A (2005-9)

Class A (2005-10)

Class A (2005-11)

Class A (2006-1)

Class A (2006-2)

Class A (2006-3)

Class A (2006-4)

Class A (2006-5)

Class A (2006-6)

Class A (2006-7)

Class A (2006-8)

Class A (2006-9)

Class A (2006-10)

Class A (2006-11)

Class A (2006-12)

Class A (2006-13)

Class A (2006-14)

Class A (2006-A)

Class A (2006-B)

Class A (2006-C)

Class A (2006-D)

Class A (2006-E)

Class A (2007-1)

Class A (2007-2)

Class A (2007-3)

Class A (2007-4)

Class A (2007-5)

Class A (2007-6)

Class A (2007-7)

Class A (2007-8)

Class A (2007-9)

Class A (2007-A)

Class B

Class B (2003-3)

Class B (2003-4)

Class B (2003-5)

Class B (2003-6)

Class B (2004-1)

Class B (2004-2)

Class B (2004-3)

Class B (2004-4)

Class B (2004-5)

Class B (2004-6)

Class B (2004-7)

Class B (2005-1)

Class B (2005-2)

Class B (2005-3)

Class B (2006-1)

Class B (2006-2)

Class B (2007-1)

Class B (2007-2)

Class B (2007-3)

Class B (2007-4)

Class B (2007-5)

Class C

Class C (2002-1)

Class C (2003-A)

Class C (2003-1)

Class C (2003-3)

Class C (2003-4)

Class C (2003-5)

Class C (2004-1)

Class C (2004-2)

Class C (2004-3)

Class C (2004-4)

Class C (2005-1)

Class C (2006-1)

Class C (2006-2)

Class C (2006-3)

Class C (2007-1)

Class C (2007-2)

Class C (2007-3)

Class C (2007-4)

APPENDIX B

	SERVICING CRITERIA	APPLICABLE SERVICING CRITERIA	INAPPLICABLE SERVICING CRITERIA
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.		X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.		X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X(1)
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.		X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.		X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X(2)
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of §240.13k-1(b)(1) of this chapter.		X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.		X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X

	SERVICING CRITERIA	APPLICABLE SERVICING CRITERIA	INAPPLICABLE SERVICING CRITERIA
Reference	Criteria
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports: (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X(3)
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.		X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.		X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.		X
1122(d)(4)(ii)	Pool Asset and related documents are safeguarded as required by the transaction agreements	X(4)
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X(5)
1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X

	SERVICING CRITERIA	APPLICABLE SERVICING CRITERIA	INAPPLICABLE SERVICING CRITERIA
Reference	Criteria
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.		X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	X

(1)1122(d)(2)(i): The Asserting Party was responsible for sending payments on the pool assets to The Bank of New York, as master trust trustee and indenture trustee (collectively, the “Trustee”), for the transactions included in the Asserting Party’s Platform.  The Trustee was responsible for depositing such payments on the pool assets into the appropriate custodial bank accounts.

(2)1122(d)(2)(iv): The Asserting Party was responsible for directing the Trustee to open the appropriate custodial bank accounts.  The Trustee was responsible for opening and maintaining such custodial bank accounts at the direction of the Asserting Party.

(3)1122(d)(3)(ii): The Asserting Party was responsible for the allocation of funds due to investors. The Trustee was responsible for remitting such funds to investors at the direction of the Asserting Party.

(4)1122(d)(4)(ii):  The responsibilities of the Asserting Party included safeguarding the collateral loan files.  The responsibilities of the Trustee included safeguarding the COMT Collateral Certificate owned by the Capital One Multi-asset Execution Trust and issued by the Capital One Master Trust which represents an undivided interest in the assets of the Capital One Master Trust.

(5)1122(d)(4)(iv): The Asserting Party was responsible for the remittance of electronic payments on pool assets and for the servicing functions related to the allocation and posting of payments on pool assets. First Data Resources, Inc. through its affiliate, REMITCO LLC, as parties participating in the servicing function, were responsible for the opening, listing and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party.

EX-99.5

Exhibit 99.5

Report of Independent Registered Public Accounting Firm

Capital One Bank (USA), National Association

We have examined management’s assertion included in the accompanying Report on Assessment of Compliance with Servicing Criteria, that Capital One Bank (USA), National Association (the “Company”) and its affiliate Capital One Services, Inc. complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions involving credit card receivables conducted by Capital One Master Trust and Capital One Multi-asset Execution Trust where the related asset-backed securities were outstanding during the period covered by this report for which the Company acted as servicer, as of and for the year ended December 31, 2007, and except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing  platform covered by this report. Refer to Appendix A of management’s Report on Assessment of Compliance with Servicing Criteria for the asset-backed securities covered by this servicing platform (the “Platform”).  Management is responsible for the Company’s compliance with the applicable servicing criteria.  Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

Our examination was conducted in accordance with standards established by the American Institute of Certified Public Accountants, as adopted by Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances.  Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.  Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2007 for the Platform is fairly stated, in all material respects.

/s/ Ernst & Young

March 25, 2008