SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sanjiv Yajnik

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2009

3. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Financial Services

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	128,098	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	⁽¹⁾	03/15/2012	Common Stock	11,310⁽²⁾	$0⁽³⁾	D
Stock Options	⁽⁴⁾	01/28/2019	Common Stock	64,017	$18.28	D
Stock Options	⁽⁵⁾	12/05/2012	Common Stock	5,867	$34.13	D
Stock Options	⁽⁶⁾	02/20/2018	Common Stock	54,870	$48.95	D
Stock Options	⁽⁷⁾	12/14/2013	Common Stock	3,734	$56.28	D
Stock Options	⁽⁸⁾	03/01/2017	Common Stock	23,560	$76.79	D
Stock Options	⁽⁹⁾	03/14/2015	Common Stock	7,630	$78.71	D
Stock Options	⁽¹⁰⁾	03/02/2016	Common Stock	11,670	$88.81	D

Explanation of Responses:

1. The performance shares may be issuable at the end of a three-year performance period (January 1, 2009 to December 31, 2011) based on the Company's total shareholder return as compared to the total shareholder return for a peer group of companies.

2. The number of performance units shown represents the maximum number of performance shares that may be issuable at the end of the performance period.

3. Each performance unit represents the right to receive one performance share upon satisfaction of the performance conditions.

4. This option becomes exercisable in 33 1/3 increments beginning on January 29, 2010 and annually thereafter.

5. This option became exercisable in 33 1/3 increments beginning on December 6, 2003 and annually thereafter.

6. This option becomes exercisable in 33 1/3 increments beginning on February 21, 2009 and annually thereafter.

7. This option became exercisable in 33 1/3 increments beginning on December 15, 2004 and annually thereafter.

8. This option becomes exercisable in 33 1/3 increments beginning on March 2, 2008 and annually thereafter.

9. This option becomes exercisable in 33 1/3 increments beginning on March 15, 2006 and annually thereafter.

10. This option becomes exercisable in 33 1/3 increments beginning on March 3, 2007 and annually thereafter.

Remarks:

poayajnik.TXT

	Tangela S. Richter (POA on file)	06/26/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.