425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

July 20, 2006

Date of Report (Date of earliest event reported)

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its chapter)

Delaware	1-13300	54-1719854
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1680 Capital One Drive, McLean, Virginia	22102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On July 20, 2006, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2006. A copy of the Company’s press release is attached and filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The Company’s consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) are referred to as its “reported” financial statements. Loans included in securitization transactions which qualified as sales under GAAP have been removed from the Company’s “reported” balance sheet. However, servicing fees, finance charges, and other fees, net of charge-offs, and interest paid to investors of securitizations are recognized as servicing and securitizations income on the “reported” income statement.

The Company’s “managed” consolidated financial statements reflect adjustments made related to effects of securitization transactions qualifying as sales under GAAP. The Company generates earnings from its “managed” loan portfolio which includes both the on-balance sheet loans and off-balance sheet loans. The Company’s “managed” income statement takes the components of the servicing and securitizations income generated from the securitized portfolio and distributes the revenue and expense to appropriate income statement line items from which it originated. For this reason the Company believes the “managed” consolidated financial statements and related managed metrics to be useful to stakeholders.

Item 7.01. Regulation FD Disclosure.

The Company hereby furnishes the information in Exhibit 99.2 hereto, Second Quarter Earnings Presentation for the quarter ended June 30, 2006.

Note: Information in Exhibit 99.2 furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

2

Item 8.01. Other Events.

(a) See attached press release, at Exhibit 99.1.

(b) Cautionary Factors.

The attached press release and information provided pursuant to Items 2.02, 7.01 and 9.01 contain forward-looking statements, which involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information as a result of various factors including, but not limited to, the following:

• continued intense competition from numerous providers of products and services which compete with the Company’s businesses;

• the success of the Company’s marketing efforts;

• an increase or decrease in credit losses (including increases due to a worsening of general economic conditions);

• the ability of the Company to continue to securitize its credit cards and consumer loans and to otherwise access the capital markets at attractive rates and terms to capitalize and fund its operations and future growth;

• financial, legal, regulatory, accounting changes or actions that may affect investment in, or the overall performance of, a product or business, including changes in existing law and regulation affecting the credit card and consumer loan industry;

• changes in interest rates;

• general economic conditions affecting consumer income, spending and savings which may affect consumer bankruptcies and defaults, charge-offs, and deposit activity;

• with respect to financial and other products, changes in the Company’s aggregate accounts or consumer loan balances and/or number of customers and the growth rate and composition thereof, including changes resulting from factors such as shifting product mix, amount of actual marketing expenses made by the Company and attrition of accounts and loan balances;

• the amount of deposit growth;

• changes in the reputation of the credit card industry and/or the Company with respect to practices or products;

• the Company’s ability to successfully continue to diversify its assets;

• any significant disruption in our operations or technology platform;

• the Company’s ability to maintain a compliance infrastructure suitable for its size and complexity;

• the amount of, and rate of growth in, the Company’s expenses (including salaries and associate benefits and marketing expenses) as the Company’s business develops or changes or as it expands into new market areas;

• the ability of the Company to build the operational and organizational infrastructure necessary to engage in new businesses or to expand internationally;

• the Company’s ability to execute on its strategic and operational plans;

• any significant disruption of, or loss of public confidence in, the United States Mail service affecting our response rates and consumer payments;

• the ability of the Company to recruit and retain experienced personnel to assist in the management and operations of new products and services;

• the ability to successfully integrate the Company’s acquired businesses and achieve cost savings and other synergies;

• the long-term impact of the Gulf Coast Hurricanes on the impacted region, including the amount of property, credit and other losses, the amount of investment, including deposits, in the region, and the pace and magnitude of economic recovery in the region;

• the ability to obtain regulatory approvals of the proposed Capital One – North Fork transaction on the proposed terms and schedule;

• the failure of Capital One or North Fork stockholders to approve the transaction;

• the exact timing of the close of the North Fork merger;

• the magnitude of market-driven purchase accounting adjustments related to the close of the North Fork merger;

• the risk that the businesses will not be integrated successfully;

• the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;

• disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; and

• other risk factors listed from time to time in the Company’s SEC reports including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2005.

Additional Information About the Capital One – North Fork Transaction

In connection with the proposed merger between Capital One and North Fork, Capital One filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that included a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork mailed the joint proxy statement/prospectus to their respective stockholders on or about July 14, 2006. Investors and security holders are urged to read the definitive joint proxy statement/prospectus regarding the proposed merger because it contains important information. You may obtain a free copy of the definitive joint proxy statement/prospectus and other related documents filed by Capital One and North Fork with the SEC at the SEC’s website at www.sec.gov. The definitive joint proxy statement/prospectus and the other documents may also be obtained for free by accessing Capital One’s website at www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings” or by accessing North Fork’s website at www.northforkbank.com under the tab “Investor Relations” and then under the heading “SEC Filings”.

Participants in the Capital One – North Fork Transaction

Capital One, North Fork and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger is set forth in the definitive joint proxy statement/prospectus that was with the SEC. You can find information about Capital One’s executive officers and directors in Capital One’s definitive proxy statement filed with the SEC on March 23, 2006. You can find information about North Fork’s executive officers and directors in the Form 10-K/A filed with the SEC on April 28, 2006. You can obtain free copies of these documents from the Capital One or North Fork using the contact information above.

3

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release, dated July 20, 2006. (This exhibit shall be deemed to be “filed” with this Form 8-K)
99.2	Second Quarter Earnings Presentation.

Earnings Conference Call Webcast Information.

Capital One will hold an earnings conference call on July 20, 2006, 5:00 PM Eastern time. The conference call will be accessible through live webcast. Interested investors and other interested individuals can access the webcast via Capital One’s home page (http://www.capitalone.com). Choose “Investors” to access the Investor Center and view and/or download the earnings press release, a reconciliation to GAAP financial measures and other relevant financial information. The replay of the webcast will be archived on Capital One’s website through July 31, 2006.

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	CAPITAL ONE FINANCIAL CORPORATION
Dated: July 20, 2006	By:	/s/ GARY L. PERLIN
		Gary L. Perlin Executive Vice President and Chief Financial Officer

5

EX-99.1

Exhibit 99.1

CAPITAL ONE FINANCIAL CORPORATION (COF)

FINANCIAL & STATISTICAL SUMMARY REPORTED BASIS

(in millions, except per share data and as noted)	2006 Q2			2006 Q1			2005 Q4			2005 Q3			2005 Q2
Earnings (Reported Basis)
Net Interest Income	$	1,197.1		$	1,206.9		$	1,037.0		$	910.2		$	872.5
Non-Interest Income		1,709.9	(3)		1,858.3			1,665.5	(2)		1,594.6	(1)		1,582.0
Total Revenue(5)		2,907.0			3,065.2	(4)		2,702.5			2,504.8			2,454.5
Provision for Loan Losses		362.4			170.3	(4)		565.7			374.2	(1)		291.6
Marketing Expenses		356.7			323.8			447.4			343.7			277.0
Operating Expenses		1,324.2			1,249.7			1,241.7	(6)		1,021.9			1,058.6
Income Before Taxes		863.7			1,321.4			447.7			765.0			827.3
Tax Rate		36.0	%		33.2	%		37.3	%		35.8	%		35.8	%
Net Income	$	552.6		$	883.3		$	280.3		$	491.1		$	531.1
Common Share Statistics
Basic EPS	$	1.84		$	2.95		$	1.01		$	1.88		$	2.10
Diluted EPS	$	1.78		$	2.86		$	0.97		$	1.81		$	2.03
Dividends Per Share	$	0.03		$	0.03		$	0.03		$	0.03		$	0.03
Book Value Per Share (period end)	$	52.31		$	50.06		$	46.97		$	41.40		$	39.51
Stock Price Per Share (period end)	$	85.45		$	80.52		$	86.40		$	79.52		$	80.01
Total Market Capitalization (period end)	$	25,968.3		$	24,397.6		$	25,989.1		$	21,200.0		$	21,082.6
Shares Outstanding (period end)		303.9			303.0			300.8			266.6			263.5
Shares Used to Compute Basic EPS		300.8			299.3			278.8			260.9			252.6
Shares Used to Compute Diluted EPS		310.0			309.1			287.7			270.7			261.7
Reported Balance Sheet Statistics (period avg.)
Average Loans	$	58,833		$	58,142		$	48,701		$	38,556		$	38,237
Average Earning Assets	$	79,026		$	78,148		$	66,624		$	53,453		$	51,694
Average Assets	$	89,644		$	88,895		$	74,443		$	59,204		$	56,963
Average Interest Bearing Deposits	$	42,797		$	43,357		$	34,738		$	26,618		$	26,391
Average Non-Interest Bearing Deposits	$	4,412		$	4,514		$	2,356		$	85		$	80
Average Equity	$	15,581		$	14,612		$	12,528		$	10,802		$	8,925
Return on Average Assets (ROA)		2.47	%		3.97	%		1.51	%		3.32	%		3.73	%
Return on Average Equity (ROE)		14.19	%		24.18	%		8.95	%		18.19	%		23.80	%
Reported Balance Sheet Statistics (period end)
Loans	$	60,603		$	58,119		$	59,848		$	38,852		$	38,611
Total Assets	$	89,530		$	89,273		$	88,701		$	60,425		$	56,996
Loan growth	$	2,484		$	(1,729	)	$	20,996		$	241		$	652
% Loan Growth Y Over Y		57	%		53	%		57	%		10	%		12	%
Revenue & Expense Statistics (Reported)
Net Interest Income Growth (annualized)		(3	)%		66	%		56	%		17	%		6	%
Non Interest Income Growth (annualized)		(32	)%		46	%		18	%		3	%		17	%
Revenue Growth (annualized)		(21	)%		54	%		32	%		8	%		13	%
Net Interest Margin		6.06	%		6.18	%		6.23	%		6.81	%		6.75	%
Revenue Margin		14.71	%		15.69	%		16.23	%		18.74	%		18.99	%
Risk Adjusted Margin (7)		13.22	%		14.15	%		13.52	%		16.18	%		16.49	%
Operating Expense as a % of Revenues		45.55	%		40.77	%		45.95	%		40.80	%		43.13	%
Operating Expense as a % of Avg Loans (annualized)		9.00	%		8.60	%		10.20	%		10.60	%		11.07	%
Asset Quality Statistics (Reported)
Allowance	$	1,765		$	1,675		$	1,790		$	1,447	(1)	$	1,405
30+ Day Delinquencies	$	1,772		$	1,559		$	1,879		$	1,497		$	1,400
Net Charge-Offs	$	296		$	301		$	451		$	342		$	324
Allowance as a % of Reported Loans		2.91	%		2.88	%		2.99	%		3.72	%		3.64	%
Delinquency Rate (30+ days)		2.92	%		2.68	%		3.14	%		3.85	%		3.62	%
Net Charge-Off Rate		2.01	%		2.07	%		3.70	%		3.55	%		3.39	%

(1) Includes a $15.6 million write-down for retained interests and a $28.5 million build in the allowance for loan losses related to the impact of the Gulf Coast Hurricanes. This also includes a $48.0 million write-down for retained interests and a $27.0 million build in the allowance related to the spike in bankruptcies experienced immediately before The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 became effective in October 2005.

(2) Includes a $34 million gain from the sale of previously purchased charged-off loan portfolios.

(3) Includes a $20.5 million gain as a result of the MasterCard, Inc. initial public offering and a loss of $20.8 million related to the derivative entered into in April 2006 to mitigate certain exposures we face as a result of our expected acquisition of North Fork.

(4) Includes the impact of the sale of charged-off loans resulting in a $76.8 million increase to various revenue line items, the majority of which was recorded to other non-interest income and a $7.0 million reduction to the provision for loan losses through an increase in recoveries for the sale of charged-off loans originated by the Company and not securitized.

(5) In accordance with the Company’s finance charge and fee revenue recognition policy, the amounts billed to customers but not recognized as revenue were as follows: Q2 2006 - $215.0, Q1 2006 - $170.9, Q4 2005 - $227.9, Q3 2005 - $255.6 and Q2 2005 - $259.8.

(6) Includes a $28.2 million impairment charge related to our insurance business in Global Financial Services and a $20.6 million prepayment penalty for the refinancing of the McLean Headquarters facility.

(7) Risk adjusted margin is total revenue less net charge-offs as a percentage of average earning assets.

CAPITAL ONE FINANCIAL CORPORATION (COF)

FINANCIAL & STATISTICAL SUMMARY MANAGED BASIS ⁽¹⁾

(in millions)	2006 Q2			2006 Q1			2005 Q4			2005 Q3			2005 Q2
Earnings (Managed Basis)
Net Interest Income	$	2,140.8		$	2,235.0		$	2,075.2		$	1,931.2		$	1,830.3
Non-Interest Income		1,199.4	(4)		1,222.2			1,243.4	(3)		1,099.8	(2)		1,144.8
Total Revenue(6)		3,340.2			3,457.2	(5)		3,318.6			3,031.0			2,975.1
Provision for Loan Losses		795.6			562.3	(5)		1,181.8			900.4	(2)		812.2
Marketing Expenses		356.7			323.8			447.4			343.7			277.0
Operating Expenses		1,324.2			1,249.7			1,241.7	(7)		1,021.9			1,058.6
Income Before Taxes		863.7			1,321.4			447.7			765.0			827.3
Tax Rate		36.0	%		33.2	%		37.3	%		35.8	%		35.8	%
Net Income	$	552.6		$	883.3		$	280.3		$	491.1		$	531.1
Managed Balance Sheet Statistics (period avg.)
Average Loans	$	106,090		$	104,610		$	94,241		$	83,828		$	82,472
Average Earning Assets	$	124,067		$	122,403		$	110,096		$	96,696		$	94,075
Average Assets	$	136,351		$	134,797		$	119,406		$	103,913		$	100,640
Return on Average Assets (ROA)		1.62	%		2.62	%		0.94	%		1.89	%		2.11	%
Managed Balance Sheet Statistics (period end)
Loans	$	108,433		$	103,907		$	105,527		$	84,768		$	82,951
Total Assets	$	136,819		$	134,530		$	133,786		$	105,743		$	100,757
Loan Growth	$	4,526		$	(1,620	)	$	20,759		$	1,817		$	1,359
% Loan Growth Y over Y		31	%		27	%		32	%		12	%		13	%
Tangible Assets (8)	$	132,527		$	130,211		$	129,484		$	105,007		$	100,017
Tangible Capital (9)	$	12,094		$	11,016		$	9,994		$	10,400		$	9,771
Tangible Capital to Tangible Assets Ratio		9.13	%		8.46	%		7.72	%		9.90	%		9.77	%
% Off-Balance Sheet Securitizations		44	%		44	%		43	%		54	%		53	%
Revenue & Expense Statistics (Managed)
Net Interest Income Growth (annualized)		(17	)%		31	%		30	%		22	%		3	%
Non Interest Income Growth (annualized)		(7	)%		(7	)%		52	%		(16	)%		27	%
Revenue Growth (annualized)		(14	)%		17	%		38	%		8	%		12	%
Net Interest Margin		6.90	%		7.30	%		7.54	%		7.99	%		7.78	%
Revenue Margin		10.77	%		11.30	%		12.06	%		12.54	%		12.65	%
Risk Adjusted Margin (10)		8.42	%		9.03	%		8.18	%		8.95	%		9.06	%
Operating Expense as a % of Revenues		39.64	%		36.15	%		37.42	%		33.71	%		35.58	%
Operating Expense as a % of Avg Loans (annualized)		4.99	%		4.78	%		5.27	%		4.88	%		5.13	%
Asset Quality Statistics (Managed)
30+ Day Delinquencies	$	3,306		$	3,039		$	3,424		$	3,164		$	2,893
Net Charge-Offs	$	729		$	693		$	1,067		$	868		$	845
Delinquency Rate (30+ days)		3.05	%		2.92	%		3.24	%		3.73	%		3.49	%
Net Charge-Off Rate		2.75	%		2.65	%		4.53	%		4.14	%		4.10	%

(1) The information in this statistical summary reflects the adjustment to add back the effect of securitization transactions qualifying as sales under generally accepted accounting principles. See accompanying schedule - “Reconciliation to GAAP Financial Measures”.

(2) Includes a $15.6 million write-down for retained interests and a $28.5 million build in the allowance for loan losses related to the impact of the Gulf Coast Hurricanes. This also includes a $48.0 million write-down for retained interests and a $27.0 million build in the allowance related to the spike in bankruptcies experienced immediately before The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 became effective in October 2005.

(3) Includes a $34 million gain from the sale of previously purchased charged-off loan portfolios.

(4) Includes a $20.5 million gain as a result of the MasterCard, Inc. initial public offering and a loss of $20.8 million related to the derivative entered into in April 2006 to mitigate certain exposures we face as a result of our expected acquisition of North Fork.

(5) Includes the impact of the sale of charged-off loans resulting in a $66.4 million increase to various revenue line items, the majority of which was recorded to other non-interest income and a $17.4 million reduction to the provision for loan losses through an increase in recoveries for the sale of charged-off loans originated by the Company.

(6) In accordance with the Company’s finance charge and fee revenue recognition policy, the amounts billed to customers but not recognized as revenue were as follows: Q2 2006 - $215.0, Q1 2006 - $170.9, Q4 2005 - $227.9, Q3 2005 - $255.6, and Q2 2005 - $259.8.

(7) Includes a $28.2 million impairment charge related to our insurance business in Global Financial Services and a $20.6 million prepayment penalty for the refinancing of the McLean Headquarters facility.

(8) Includes managed assets less intangible assets.

(9) Includes stockholders’ equity and preferred interests less intangible assets. Tangible Capital on a reported and managed basis is the same.

(10) Risk adjusted margin is total revenue less net charge-offs as a percentage of average earning assets.

CAPITAL ONE FINANCIAL CORPORATION (COF)

SEGMENT FINANCIAL & STATISTICAL SUMMARY - MANAGED BASIS ⁽¹⁾

(in thousands)	2006 Q2			2006 Q1			2005 Q4			2005 Q3			2005 Q2
Segment Statistics
US Card:
Interest Income		1,628,144			1,714,559			1,665,450			1,659,178			1,596,247
Interest Expense		507,722			493,458			481,656			451,346			444,555
Net interest income	$	1,120,422		$	1,221,101		$	1,183,794		$	1,207,832		$	1,151,692
Non-interest income		803,083			775,413			844,286			851,036			846,720
Provision for loan losses		413,701			224,438			767,103			483,759			539,211
Non-interest expenses		860,874			844,729			892,521			833,925			794,012
Income tax provision (benefit)		227,125			324,573			131,415			259,414			232,816
Net income (loss)	$	421,805		$	602,774		$	237,041		$	481,770		$	432,373
Loans receivable	$	48,736,483		$	47,142,650		$	49,463,522		$	46,291,468		$	46,408,912
Average loans	$	47,856,045		$	48,217,926		$	46,857,527		$	46,405,569		$	46,504,945
Loan Yield		13.61	%		14.22	%		14.22	%		14.30	%		13.73	%
Net charge-off rate		3.29	%		2.93	%		5.70	%		4.69	%		4.90	%
Delinquency Rate (30+ days)		3.30	%		3.31	%		3.44	%		3.86	%		3.60	%
Purchase Volume (2)	$	20,878,732		$	18,015,669		$	21,209,357		$	18,932,798		$	17,946,667
Number of Accounts (000s)		37,199			37,258			37,645			37,863			37,760
Auto Finance:
Interest Income		563,734			536,657			465,124			436,058			401,991
Interest Expense		207,497			187,827			151,100			135,956			116,247
Net interest income	$	356,237		$	348,830		$	314,024		$	300,102		$	285,744
Non-interest income		13,839			391			(1,358	)		3,005			6,964
Provision for loan losses		74,714			107,805			161,651			185,219			20,330
Non-interest expenses		149,115			134,655			138,412			129,719			124,584
Income tax provision (benefit)		51,186			37,366			4,512			(4,141	)		51,728
Net income (loss)	$	95,061		$	69,395		$	8,091		$	(7,690	)	$	96,066
Loans receivable	$	20,558,455		$	19,848,190		$	16,372,019		$	15,730,713		$	14,520,216
Average loans	$	20,187,631		$	19,440,128		$	16,095,793		$	15,104,464		$	13,993,998
Loan Yield		11.17	%		11.04	%		11.56	%		11.55	%		11.49	%
Net charge-off rate		1.54	%		2.35	%		3.32	%		2.54	%		1.74	%
Delinquency Rate (30+ days)		4.55	%		3.57	%		5.71	%		4.65	%		4.09	%
Auto Loan Originations (3)	$	3,107,409		$	2,940,540		$	2,563,372		$	3,217,209		$	2,633,857
Number of Accounts (000s)		1,525			1,480			1,438			1,187			1,124
Global Financial Services:
Interest Income		725,256			692,246			681,624			661,420			642,481
Interest Expense		279,804			253,997			249,289			237,791			230,656
Net interest income	$	445,452		$	438,249		$	432,335		$	423,629		$	411,825
Non-interest income		297,080			283,352			250,349			273,067			265,499
Provision for loan losses		296,614			217,365			263,664			217,032			256,766
Non-interest expenses		365,149			330,172			410,670			356,254			378,278
Income tax provision (benefit)		29,614			60,520			1,299			41,521			15,621
Net income (loss)	$	51,155		$	113,544		$	7,051		$	81,889		$	26,659
Loans receivable	$	25,935,716		$	23,732,515		$	23,386,490		$	22,770,803		$	22,053,145
Average loans	$	24,910,879		$	23,668,326		$	23,129,203		$	22,373,995		$	21,971,839
Loan Yield		11.58	%		11.64	%		11.74	%		11.78	%		11.67	%
Net charge-off rate		3.90	%		3.63	%		4.33	%		4.09	%		3.89	%
Delinquency Rate (30+ days)		2.82	%		2.90	%		2.83	%		2.93	%		2.93	%
Number of Accounts (000s)		10,130			10,013			9,928			9,774			9,639

(1) The information in this statistical summary reflects the adjustment to add back the effect of securitization transactions qualifying as sales under generally accepted accounting principles. See accompanying schedule - “Reconciliation to GAAP Financial Measures”.

(2) Includes all purchase transactions net of returns and excludes cash advance transactions.

(3) Includes all organic auto loan originations and excludes auto loans added through acquisitions.

CAPITAL ONE FINANCIAL CORPORATION (COF)

SEGMENT FINANCIAL & STATISTICAL SUMMARY - MANAGED BASIS ⁽¹⁾ CONTINUED

(in thousands)	2006 Q2			2006 Q1			2005 Q4			2005 Q3			2005 Q2
Segment Statistics
Banking:
Interest Income		682,679			650,985
Interest Expense		433,451			406,061
Net interest income	$	249,228		$	244,924
Non-interest income		114,039			104,485
Provision for loan losses		6,632			9,821
Non-interest expenses		289,996			272,987
Income tax provision (benefit)		23,324			23,310
Net income (loss)	$	43,315		$	43,291
Loans receivable	$	13,189,112		$	13,169,792
Average loans	$	13,115,534		$	13,283,515
Loan Yield		7.63	%		7.38	%
Net charge-off rate		0.45	%		0.38	%
Delinquency Rate (30+ days)		0.38	%		0.75	%
Core Deposits(2)		27,857,265			27,996,290
Total Deposits		35,281,970			35,396,221
Number of ATMs		705			669
Number of locations(3)		324			316
Other:
Net interest income	$	(30,510	)	$	(18,134	)	$	145,043		$	(368	)	$	(18,959	)
Non-interest income		(28,709	)		58,553			150,153			(27,301	)		25,577
Provision for loan losses		3,950			2,877			(10,631	)		14,324			(4,144	)
Non-interest expenses		15,763			(9,064	)		247,583			45,740			38,743
Income tax provision (benefit)		(20,183	)		(7,729	)		30,109			(22,913	)		(4,001	)
Net income (loss)	$	(58,749	)	$	54,335		$	28,135		$	(64,820	)	$	(23,980	)
Loans receivable	$	13,673		$	13,629		$	16,305,460		$	(25,301	)	$	(30,921	)
Total:
Interest Income	$	3,414,411		$	3,436,829		$	3,175,960		$	2,907,775		$	2,766,118
Interest Expense		1,273,582			1,201,859			1,100,764			976,580			935,816
Net interest income	$	2,140,829		$	2,234,970		$	2,075,196		$	1,931,195		$	1,830,302
Non-interest income		1,199,332			1,222,194			1,243,430			1,099,807			1,144,760
Provision for loan losses		795,611			562,306			1,181,787			900,334			812,163
Non-interest expenses		1,680,897			1,573,479			1,689,186			1,365,638			1,335,617
Income tax provision (benefit)		311,066			438,040			167,335			273,881			296,164
Net income (loss)	$	552,587		$	883,339		$	280,318		$	491,149		$	531,118
Loans receivable	$	108,433,439		$	103,906,776		$	105,527,491		$	84,767,683		$	82,951,352

(1) The information in this statistical summary reflects the adjustment to add back the effect of securitization transactions qualifying as sales under generally accepted accounting principles. See accompanying schedule - “Reconciliation to GAAP Financial Measures”.

(2) Includes domestic non-interest bearing deposits, NOW accounts, money market deposit accounts, savings accounts, certificates of deposit of less than $100,000 and other consumer time deposits.

(3) Q2: Number of locations includes 311 branches and 13 other customer centers and excludes 16 branches that remain closed due to hurricane damage. Q1: Number of locations includes 302 branches and 14 other customer centers and excludes 18 branches that remain closed due to hurricane damage.

CAPITAL ONE FINANCIAL CORPORATION

Reconciliation to GAAP Financial Measures

For the Three Months Ended June 30, 2006

(dollars in thousands)(unaudited)

The Company’s consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) are referred to as its “reported” financial statements. Loans included in securitization transactions which qualified as sales under GAAP have been removed from the Company’s “reported” balance sheet. However, servicing fees, finance charges, and other fees, net of charge-offs, and interest paid to investors of securitizations are recognized as servicing and securitizations income on the “reported” income statement.

The Company’s “managed” consolidated financial statements reflect adjustments made related to effects of securitization transactions qualifying as sales under GAAP. The Company generates earnings from its “managed” loan portfolio which includes both the on-balance sheet loans and off-balance sheet loans. The Company’s “managed” income statement takes the components of the servicing and securitizations income generated from the securitized portfolio and distributes the revenue and expense to appropriate income statement line items from which it originated. For this reason the Company believes the “managed” consolidated financial statements and related managed metrics to be useful to stakeholders.

	Total Reported		Adjustments(1)			Total Managed(2)
Income Statement Measures
Net interest income	$	1,197,082	$	943,747		$	2,140,829
Non-interest income	$	1,709,913	$	(510,581	)	$	1,199,332
Total revenue	$	2,906,995	$	433,166		$	3,340,161
Provision for loan losses	$	362,445	$	433,166		$	795,611
Net charge-offs	$	295,844	$	433,166		$	729,010
Balance Sheet Measures
Loans	$	60,602,803	$	47,830,636		$	108,433,439
Total assets	$	89,530,186	$	47,288,672		$	136,818,858
Average loans	$	58,833,376	$	47,256,518		$	106,089,894
Average earning assets	$	79,025,701	$	45,041,097		$	124,066,798
Average total assets	$	89,643,629	$	46,707,317		$	136,350,946
Delinquencies	$	1,772,191	$	1,534,202		$	3,306,393

⁽¹⁾ Income statement adjustments reclassify the net of finance charges of $1,341.8 million, past-due fees of $237.1 million, other interest income of $(61.6) million and interest expense of $573.5 million; and net charge-offs of $433.2 million from Non-interest income to Net interest income and Provision for loan losses, respectively.

⁽²⁾ The managed loan portfolio does not include auto loans which have been sold in whole loan sale transactions where the Company has retained servicing rights.

CAPITAL ONE FINANCIAL CORPORATION

Consolidated Balance Sheets

(in thousands)(unaudited)

	June 30 2006			March 31 2006			June 30 2005
Assets:
Cash and due from banks	$	1,388,384		$	1,434,804		$	581,267
Federal funds sold and resale agreements		339,613			2,763,746			1,283,015
Interest-bearing deposits at other banks		870,049			1,099,025			721,806
Cash and cash equivalents		2,598,046			5,297,575			2,586,088
Securities available for sale		15,292,446			14,659,166			9,522,515
Loans		60,602,803			58,118,659			38,610,787
Less: Allowance for loan losses		(1,765,000	)		(1,675,000	)		(1,405,000	)
Net loans		58,837,803			56,443,659			37,205,787
Accounts receivable from securitizations		4,818,512			5,293,392			4,890,933
Premises and equipment, net		1,467,922			1,387,302			782,372
Interest receivable		526,267			512,136			274,547
Goodwill		3,933,621			3,941,128			739,889
Other		2,055,569			1,738,721			993,836
Total assets	$	89,530,186		$	89,273,079		$	56,995,967
Liabilities:
Non-interest-bearing deposits	$	4,487,837		$	4,476,351		$	80,822
Interest-bearing deposits		42,698,976			43,303,134			26,521,031
Senior and subordinated notes		5,490,690			5,726,109			6,692,311
Other borrowings		16,836,398			16,544,698			9,692,941
Interest payable		349,091			353,882			252,677
Other		3,770,131			3,699,659			3,344,404
Total liabilities		73,633,123			74,103,833			46,584,186
Stockholders’ Equity:
Common stock		3,060			3,051			2,650
Paid-in capital, net		7,151,376			7,032,073			3,783,074
Retained earnings and cumulative other comprehensive income		8,857,963			8,245,186			6,695,753
Less: Treasury stock, at cost		(115,336	)		(111,064	)		(69,696	)
Total stockholders’ equity		15,897,063			15,169,246			10,411,781
Total liabilities and stockholders’ equity	$	89,530,186		$	89,273,079		$	56,995,967

CAPITAL ONE FINANCIAL CORPORATION

Consolidated Statements of Income

(in thousands, except per share data)(unaudited)

	Three Months Ended						Six Months Ended
	June 30 2006		March 31 2006		June 30 (1) 2005		June 30 2006		June 30 (1) 2005
Interest Income:
Loans, including past-due fees	$	1,616,937	$	1,612,622	$	1,190,098	$	3,229,559	$	2,374,134
Securities available for sale		167,804		165,100		91,245		332,904		181,409
Other		112,416		100,860		70,557		213,276		132,625
Total interest income		1,897,157		1,878,582		1,351,900		3,775,739		2,688,168
Interest Expense:
Deposits		416,232		403,609		279,438		819,841		543,463
Senior and subordinated notes		84,707		94,354		104,593		179,061		219,073
Other borrowings		199,136		173,742		95,366		372,878		192,608
Total interest expense		700,075		671,705		479,397		1,371,780		955,144
Net interest income		1,197,082		1,206,877		872,503		2,403,959		1,733,024
Provision for loan losses		362,445		170,270		291,600		532,715		551,231
Net interest income after provision for loan losses		834,637		1,036,607		580,903		1,871,244		1,181,793
Non-Interest Income:
Servicing and securitizations		1,025,506		1,153,604		996,043		2,179,110		1,929,980
Service charges and other customer-related fees		413,398		435,731		360,410		849,129		761,596
Interchange		131,538		119,491		132,068		251,029		255,508
Other		139,471		149,425		93,475		288,896		150,891
Total non-interest income		1,709,913		1,858,251		1,581,996		3,568,164		3,097,975
Non-Interest Expense:
Salaries and associate benefits		536,465		516,144		442,101		1,052,609		875,602
Marketing		356,695		323,771		277,034		680,466		588,793
Communications and data processing		172,734		169,204		138,916		341,938		281,735
Supplies and equipment		113,028		98,184		83,661		211,212		170,107
Occupancy		52,753		49,377		40,209		102,130		58,110
Other		449,222		416,799		353,696		866,021		689,102
Total non-interest expense		1,680,897		1,573,479		1,335,617		3,254,376		2,663,449
Income before income taxes		863,653		1,321,379		827,282		2,185,032		1,616,319
Income taxes		311,066		438,040		296,164		749,106		578,639
Net income	$	552,587	$	883,339	$	531,118	$	1,435,926	$	1,037,680
Basic earnings per share	$	1.84	$	2.95	$	2.10	$	4.79	$	4.18
Diluted earnings per share	$	1.78	$	2.86	$	2.03	$	4.64	$	4.02
Dividends paid per share	$	0.03	$	0.03	$	0.03	$	0.05	$	0.05

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

CAPITAL ONE FINANCIAL CORPORATION

Statements of Average Balances, Income and Expense, Yields and Rates

(dollars in thousands)(unaudited)

Managed (1)	Quarter Ended 6/30/06						Quarter Ended 3/31/06						Quarter Ended 6/30/05
	Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Loans	$	106,089,894	$	3,195,827	12.05	%	$	104,610,200	$	3,232,530	12.36	%	$	82,471,828	$	2,652,370	12.86	%
Securities available for sale		14,364,402		167,804	4.67	%		15,045,469		165,100	4.39	%		9,592,645		91,245	3.80	%
Other		3,612,502		50,780	5.62	%		2,746,833		39,199	5.71	%		2,010,296		22,503	4.48	%
Total earning assets	$	124,066,798	$	3,414,411	11.01	%	$	122,402,502	$	3,436,829	11.23	%	$	94,074,769	$	2,766,118	11.76	%
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	597,406	$	4,052	2.71	%	$	572,181	$	3,328	2.33	%	$	—	$	—
Money market deposit accounts		11,093,056		89,076	3.21	%		10,716,774		76,038	2.84	%		2,967,145		23,160	3.12	%
Savings accounts		3,919,465		26,237	2.68	%		3,719,994		23,181	2.49	%		—		—
Other Consumer Time Deposits		13,980,892		145,401	4.16	%		14,647,708		149,393	4.08	%		9,849,495		103,044	4.18	%
Public Fund CD’s of $100,000 or more		971,511		11,332	4.67	%		964,181		10,295	4.27	%		73,908		530	2.87	%
CD’s of $100,000 or more		8,878,461		100,094	4.51	%		9,407,892		102,714	4.37	%		10,864,437		118,360	4.36	%
Foreign time deposits		3,355,924		40,040	4.77	%		3,327,788		38,660	4.65	%		2,636,248		34,344	5.21	%
Total Interest-bearing deposits	$	42,796,715	$	416,232	3.89	%	$	43,356,518	$	403,609	3.72	%	$	26,391,233	$	279,438	4.24	%
Senior and subordinated notes		5,576,041		84,707	6.08	%		6,097,711		94,354	6.19	%		6,987,888		104,593	5.99	%
Other borrowings		16,928,273		199,136	4.71	%		16,074,344		173,742	4.32	%		10,838,955		95,366	3.52	%
Securitization liability		46,827,712		573,507	4.90	%		46,018,001		530,154	4.61	%		43,810,547		456,419	4.17	%
Total interest-bearing liabilities	$	112,128,741	$	1,273,582	4.54	%	$	111,546,574	$	1,201,859	4.31	%	$	88,028,623	$	935,816	4.25	%
Net interest spread					6.47	%					6.92	%					7.51	%
Interest income to average earning assets					11.01	%					11.23	%					11.76	%
Interest expense to average earning assets					4.11	%					3.93	%					3.98	%
Net interest margin					6.90	%					7.30	%					7.78	%

(1) The information in this table reflects the adjustment to add back the effect of securitized loans.

8

CAPITAL ONE FINANCIAL CORPORATION

Statements of Average Balances, Income and Expense, Yields and Rates

(dollars in thousands)(unaudited)

Reported	Quarter Ended 6/30/06						Quarter Ended 3/31/06						Quarter Ended 6/30/05
	Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Loans	$	58,833,376	$	1,616,937	10.99	%	$	58,142,418	$	1,612,622	11.09	%	$	38,237,463	$	1,190,098	12.45	%
Securities available for sale		14,364,402		167,804	4.67	%		15,045,469		165,100	4.39	%		9,592,645		91,245	3.80	%
Other		5,827,923		112,416	7.72	%		4,959,597		100,860	8.13	%		3,863,822		70,557	7.30	%
Total earning assets	$	79,025,701	$	1,897,157	9.60	%	$	78,147,484	$	1,878,582	9.62	%	$	51,693,930	$	1,351,900	10.46	%
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	597,406	$	4,052	2.71	%	$	572,181	$	3,328	2.33	%	$	—	$	—
Money market deposit accounts		11,093,056		89,076	3.21	%		10,716,774		76,038	2.84	%		2,967,145		23,160	3.12	%
Savings accounts		3,919,465		26,237	2.68	%		3,719,994		23,181	2.49	%		—		—
Other Consumer Time Deposits		13,980,892		145,401	4.16	%		14,647,708		149,393	4.08	%		9,849,495		103,044	4.18	%
Public Fund CD’s of $100,000 or more		971,511		11,332	4.67	%		964,181		10,295	4.27	%		73,908		530	2.87	%
CD’s of $100,000 or more		8,878,461		100,094	4.51	%		9,407,892		102,714	4.37	%		10,864,437		118,360	4.36	%
Foreign time deposits		3,355,924		40,040	4.77	%		3,327,788		38,660	4.65	%		2,636,248		34,344	5.21	%
Total Interest-bearing deposits	$	42,796,715	$	416,232	3.89	%	$	43,356,518	$	403,609	3.72	%	$	26,391,233	$	279,438	4.24	%
Senior and subordinated notes		5,576,041		84,707	6.08	%		6,097,711		94,354	6.19	%		6,987,888		104,593	5.99	%
Other borrowings		16,928,273		199,136	4.71	%		16,074,344		173,742	4.32	%		10,838,955		95,366	3.52	%
Total interest-bearing liabilities	$	65,301,029	$	700,075	4.29	%	$	65,528,573	$	671,705	4.10	%	$	44,218,076	$	479,397	4.34	%
Net interest spread					5.31	%					5.52	%					6.12	%
Interest income to average earning assets					9.60	%					9.62	%					10.46	%
Interest expense to average earning assets					3.54	%					3.44	%					3.71	%
Net interest margin					6.06	%					6.18	%					6.75	%

9

1680 Capital One Drive, McLean, VA 22102-3491

News Release

FOR IMMEDIATE RELEASE: July 20, 2006

Contacts:	Investor Relations	Media Relations
	Mike Rowen	Tatiana Stead	Julie Rakes
	703-720-2455	703-720-2352	804-284-5800

Capital One Reports Second Quarter Earnings

Affirms EPS guidance for 2006; banking integration remains on track

McLean, Va. (July 20, 2006) – Capital One Financial Corporation (NYSE: COF) today announced that its earnings for the second quarter of 2006 were $552.6 million, or $1.78 per share (diluted), compared with $531.1 million, or $2.03 per share (diluted), for the second quarter of 2005, and $883.3 million, or $2.86 per share (diluted), for the first quarter of 2006.

“Our businesses continued to post strong results in terms of loan growth and profitability in the second quarter, and credit performed well in all of our businesses with exception of the UK, which continued to operate in a challenging credit environment,” said Richard D. Fairbank, Capital One’s Chairman and Chief Executive Officer. “We’re pleased with the solid results delivered by our banking segment and with the substantial progress on our integration. With the addition of North Fork, expected in the fourth quarter, we will have multiple growth platforms that will further enhance our ability to deliver long-term shareholder value.”

The managed charge-off rate for the company decreased to 2.75 percent in the second quarter of 2006 from 4.10 percent in the second quarter of 2005 and rose modestly from 2.65 percent in the previous quarter. The company increased its allowance for loan losses by $90.0 million in the second quarter of 2006, driven largely by higher loan balances in the quarter and continued credit quality deterioration in the U.K. The managed delinquency rate (30+ days) decreased to 3.05 percent as of June 30, 2006 from 3.49 percent as of the end of June 30, 2005 and increased from 2.92 percent as of March 31, 2006.

As a result of the worsening credit environment in the UK, the company built incremental reserves of $42.9 million and took a write down of $36.4 million in expected servicing income from its UK securitizations. Together these UK-related actions impacted the company’s second quarter earnings per share by approximately 16 cents.

Managed loans at June 30, 2006 were $108.4 billion, up $25.5 billion, or 31 percent, from June 30, 2005. This includes organic growth as well as $16.3 billion of loans acquired with the

- more -

Capital One Reports Second Quarter Earnings

Page 2

acquisition of Hibernia in November 2005. Managed loans increased $4.5 billion, or four percent, from the previous quarter driven primarily by growth in our North American businesses. The company expects that managed loans will grow at a rate of between seven and nine percent during 2006, excluding the loan growth that will come with the acquisition of North Fork.

Second quarter marketing expenses increased $79.7 million to $356.7 million from $277.0 million in the second quarter of 2005, and increased $32.9 million from the first quarter of 2006 expense of $323.8 million. Annualized operating expenses as a percentage of average managed loans decreased to 4.99 percent in the second quarter of 2006 from 5.13 percent in the second quarter of 2005 but increased from 4.78 percent in the previous quarter. Excluding the impact of the North Fork transaction, operating expenses in the second half of 2006 are expected to be approximately $200 million higher than in the first half of the year, as the company continues to make important business infrastructure investments to include the upgrade of its card holder systems and the cost associated with the opening of new bank branches.

“We are affirming our earnings guidance of between $7.40 and $7.80 per share (diluted) for 2006, taking into account earnings to date and including the expected close of the North Fork acquisition early in the fourth quarter,” said Gary L. Perlin, Capital One’s Chief Financial Officer. “While we are affirming this guidance based on current market conditions, market conditions on the day of close and the resultant impact on purchase accounting adjustments, in addition to the timing of the close, create significant uncertainty about the impact that North Fork will have on our reported results.”

Capital One’s managed revenue margin decreased to 10.77 percent in the second quarter of 2006 from 12.65 percent in the second quarter of 2005, primarily due to the addition of Hibernia’s loan portfolio. The company’s managed revenue margin was 11.30 percent in the first quarter of 2006. The company continues to expect stability in its annual return on managed assets, as lower revenue margins on higher credit quality loans are offset by reductions in provision and also by reductions in operating and marketing expenses as a percent of assets. The expectation for reported return on assets in 2006 is subject to uncertainties from the timing and accounting impacts of the North Fork transaction.

Segment results

The US Card segment’s net income in the second quarter of 2006 was $421.8 million, compared with $432.4 million in the second quarter of 2005, and $602.8 million in the first quarter of 2006. Overall performance in the segment was driven principally by strong credit and solid loan growth.

Capital One Reports Second Quarter Earnings

Page 3

The business experienced compression in net interest margin due to a decline in past due fees which accompanied strong credit performance. Managed loans at June 30, 2006 were $48.7 billion, up $2.3 billion, or 5.0 percent, from June 30, 2005, and up $1.6 billion, or 3.4 percent from the prior quarter. The managed charge-off rate decreased to 3.29 percent in the second quarter of 2006 from 4.90 percent in the second quarter of 2005 but increased from 2.93 percent in the previous quarter. We expect credit card charge-offs to begin to return to more normal levels late in the year as the effects of the bankruptcy filing spike dissipate.

Results in the Auto Finance segment this quarter reflect continued growth in originations and strong credit. Net income in the second quarter of 2006 was $95.1 million, compared with $96.1 million in the second quarter of 2005, and $69.4 million in the first quarter of 2006. Auto loan originations during the quarter were $3.1 billion, up $473.6 million, or 18.0 percent, from the prior year’s second quarter, and up $166.9 million, or 5.7 percent from the first quarter 2006. The managed charge-off rate decreased to 1.54 percent in the second quarter of 2006 from 1.74 percent in the second quarter of 2005 and 2.35 percent in the previous quarter.

Results in the Global Financial Services segment reflect strong performance in its North American businesses offset by continuing challenges in the UK. Net income in the second quarter of 2006 was $51.2 million, compared with $26.7 million in the second quarter of 2005, and $113.5 million in the first quarter of 2006. Managed loans at June 30, 2006 were $25.9 billion, up $3.9 billion, or 17.6 percent, from the prior year’s second quarter, and up $2.2 billion, or nine percent from the first quarter of 2006. The managed charge-off rate increased to 3.90 percent in the second quarter of 2006 from 3.89 percent in the second quarter of 2005 and from 3.63 percent in the previous quarter.

The Banking segment delivered solid results, with net income in the second quarter of 2006 of $43.3 million. Total deposits at the end of the quarter were $35.3 billion, down slightly from $35.4 billion at the end of the first quarter of 2006. The company opened seven new branches in the quarter and remains on track to open 40 new branches in 2006. Integration progressed smoothly during the quarter, and the company continues to expect integration costs and synergies to be greater than original estimates.

The company generates earnings from its managed loan portfolio, which includes both on-balance sheet loans and securitized (off-balance sheet) loans. For this reason, the company believes managed financial measures to be useful to stakeholders. In compliance with Regulation G of the Securities and Exchange Commission, the company is providing a numerical reconciliation of managed financial measures to comparable measures calculated on a reported basis using generally accepted accounting

Capital One Reports Second Quarter Earnings

Page 4

principles (GAAP). Please see the schedule titled “Reconciliation to GAAP Financial Measures” attached to this release for more information.

Forward looking statements

The company cautions that its current expectations in this release, in the presentation slides available on the company’s website and on its Form 8-K dated July 20, 2006 for second quarter earnings, return on assets, loan growth rates, operating costs, charge-off rates, branch growth, integration costs and synergies, and the benefits of the business combination transaction involving Capital One and North Fork, including future financial and operating results, and the company’s plans, objectives, expectations and intentions are forward-looking statements and actual results could differ materially from current expectations due to a number of factors, including: the ability to obtain regulatory approvals of the proposed acquisition of North Fork on the proposed terms and schedule; the failure of Capital One or North Fork stockholders to approve the transaction; the exact timing of the close of the North Fork transaction and the magnitude of market-driven purchase accounting adjustments related to the close; the risk that the company’s acquired businesses will not be integrated successfully and that the cost savings and other synergies from such acquisitions may not be fully realized; continued intense competition from numerous providers of products and services which compete with Capital One’s businesses; changes in our aggregate accounts and balances, and the growth rate and composition thereof; the success of the company’s marketing efforts; general economic conditions affecting interest rates and consumer income, spending, and savings which may affect consumer bankruptcies, defaults, and charge-offs and deposit activity; the long-term impact of the Gulf Coast hurricanes on the impacted regions, including the amount of property and credit losses, the amount of investment , and the pace and magnitude of economic recovery in the region. A discussion of these and other factors can be found in Capital One’s annual report and other reports filed with the Securities and Exchange Commission, including, but not limited to, Capital One’s report on Form 10-K for the fiscal year ended December 31, 2005.

Additional Information About the Capital One – North Fork Transaction

In connection with the proposed merger of Capital One and North Fork Bancorporation, Inc., Capital One filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that included a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork mailed the definitive joint proxy statement/prospectus to their respective stockholders on or about July 14, 2006. Investors and security holders are urged to read the definitive joint proxy statement/prospectus regarding the proposed merger because it contains

Capital One Reports Second Quarter Earnings

Page 5

important information. You may obtain a free copy of the definitive joint proxy statement/prospectus and other related documents filed by Capital One and North Fork with the SEC at the SEC’s website at www.sec.gov. The definitive joint proxy statement/prospectus and the other documents may also be obtained for free by accessing Capital One’s website at www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings” or by accessing North Fork’s website at www.northforkbank.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

Participants in the Capital One – North Fork Transaction

Capital One, North Fork and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Capital One’s executive officers and directors in Capital One’s definitive proxy statement filed with the SEC on March 23, 2006. You can find information about North Fork’s executive officers and directors in their Form 10-K/A filed with the SEC on April 28, 2006. You can obtain free copies of these documents from the Capital One or North Fork using the contact information above.

About Capital One

Headquartered in McLean, Virginia, Capital One Financial Corporation (www.capitalone.com) is a financial holding company, with more than 324 locations in Texas and Louisiana. Its principal subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One Auto Finance, Inc., and Capital One, N.A., offer a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One’s subsidiaries collectively had $47.2 billion in deposits and $108.4 billion in managed loans outstanding as of June 30, 2006. Capital One, a Fortune 500 company, trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 500 index.

###

NOTE: Second quarter 2006 financial results, SEC Filings, and second quarter earnings conference call slides are accessible on Capital One’s home page (www.capitalone.com). Choose “Investors” on the bottom of the home page to view and download the earnings press release, slides, and other financial information. Additionally, a webcast of today’s 5:00 pm (ET) earnings conference call is accessible through the same link.

EX-99.2

July 20, 2006

Exhibit 99.2

2

Forward-Looking Information

Please

note

that

the

following

materials

containing

information

regarding

Capital

One’s

financial

performance

speak

only

as

of

the

particular

date

or

dates

indicated

in

these

materials.

Capital

One

does

not

undertake

any

obligation

to

update

or

revise

any

of

the

information

contained

herein

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Certain

statements

in

this

presentation

and

other

oral

and

written

statements

made

by

the

Company

from

time

to

time,

are

forward-looking

statements,

including

those

that

discuss

strategies,

goals,

outlook

or

other

non-historical

matters;

project

revenues,

income,

returns,

earnings

per

share

or

other

financial

measures

for

Capital

One

or

those

that

discuss

the

benefits

of

the

business

combination

transaction

involving

Capital

One

and

North

Fork

Bancorporation,

including

future

financial

and

operating

results,

and

the

new

company’s

plans,

objectives,

expectations

and

intentions.

To

the

extent

any

such

information

is

forward-looking,

it

is

intended

to

fit

within

the

safe

harbor

for

forward-looking

information

provided

by

the

Private

Securities

Litigation

Reform

Act

of

1995.

Numerous

factors

could

cause

our

actual

results

to

differ

materially

from

those

described

in

forward-looking

statements,

including,

among

other

things:

continued

intense

competition

from

numerous

providers

of

products

and

services

which

compete

with

our

businesses;

an

increase

or

decrease

in

credit

losses;

financial,

legal,

regulatory

or

accounting

changes

or

actions;

changes

in

interest

rates;

general

economic

conditions

affecting

consumer

income,

spending

and

repayments;

changes

in

our

aggregate

accounts

or

consumer

loan

balances

and

the

growth

rate

and

composition

thereof;

the

amount

of

deposit

growth;

changes

in

the

reputation

of

the

credit

card

industry

and/or

the

company

with

respect

to

practices

and

products;

our

ability

access

the

capital

markets

at

attractive

rates

and

terms

to

fund

our

operations

and

future

growth;

the

company’s

ability

to

execute

on

its

strategic

and

operational

plans;

any

significant

disruption

in

our

operations

or

technology

platform;

our

ability

to

effectively

managel

our

costs;

the

success

of

our

marketing

efforts;

our

ability

to

execute

effective

tax

planning

strategies;

our

ability

to

recruit

and

retain

experienced

management

personnel;

the

risks

that

our

acquired

businesses

will

not

be

integrated

successfully

and

that

the

cost

savings

and

other

synergies

from

the

transactions

may

not

be

fully

realized;

the

long-term

impact

of

the

Gulf

Coast

Hurricanes

on

the

impacted

region,

including

the

amount

of

property

and

credit

losses,

the

amount

of

investment,

including

deposits,

in

the

region,

and

the

pace

and

magnitude

of

economic

recovery

in

the

region;

the

ability

to

obtain

regulatory

approvals

of

the

North

Fork

transaction

on

the

proposed

terms

and

schedule;

the

failure

of

Capital

One

or

North

Fork

stockholders

to

approve

the

transaction;

the

exact

timing

of

the

close

of

the

North

Fork

merger;

the

purchase

accounting

impacts

of

the

North

Fork

merger;

the

amount

and

timing

of

integration

expenses;

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

customers,

employees

or

suppliers;

the

ability

to

obtain

regulatory

approvals

of

the

North

Fork

transaction

on

the

proposed

terms

and

schedule;

the

failure

of

Capital

One

or

North

Fork

stockholders

to

approve

the

transaction;

the

exact

timing

of

the

close

of

the

North

Fork

merger;

the

purchase

accounting

impacts

of

the

North

Fork

merger;

the

amount

and

timing

of

integration

expenses;

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

customers,

employees

or

suppliers;

the

ability

to

obtain

regulatory

approvals

of

the

North

Fork

transaction

on

the

proposed

terms

and

schedule;

the

failure

of

Capital

One

or

North

Fork

stockholders

to

approve

the

transaction;

the

exact

timing

of

the

close

of

the

North

Fork

merger;

the

magnitude

of

market-driven

purchase

accounting

adjustments

related

to

the

close;

the

amount

and

timing

of

integration

expenses;

disruption

from

the

transaction

making

it

more

difficult

to

maintain

relationships

with

customers,

employees

or

suppliers;

and

other

factors

listed

from

time

to

time

in

reports

we

file

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

,

including,

but

not

limited

to,

factors

set

forth

under

the

caption

“Risk

Factors”

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2005,

and

any

subsequent

quarterly

reports

on

Form

10-Q.

You

should

carefully

consider

the

factors

discussed

above

in

evaluating

these

forward-looking

statements.

All

information

in

these

slides

is

based

on

the

consolidated

results

of

Capital

One

Financial

Corporation.

A

reconciliation

of

any

non-GAAP

financial

measures

included

in

this

presentation

can

be

found

in

the

Company’s

most

recent

Form

8-K

or

Form

10-Q

concerning

quarterly

financial

results,

available

on

the

Company’s

website

at

www.capitalone.com

in

Investor

Relations

under

“About

Capital

One.”

Additional

Information

About

the

Capital

One

–

North

Fork

Transaction

In

connection

with

the

proposed

merger

between

Capital

One

and

North

Fork,

Capital

One

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

Registration

Statement

on

Form

S-4

that

includes

a

joint

proxy

statement

of

Capital

One

and

North

Fork

that

also

constitutes

a

prospectus

of

Capital

One.

Capital

One

and

North

Fork

have

mailed

the

joint

proxy

statement/prospectus

to

their

respective

stockholders.

Investors

and

security

holders

are

urged

to

read

the

joint

proxy

statement/prospectus

regarding

the

proposed

merger

because

it

contains

important

information.

You

may

obtain

a

free

copy

of

the

joint

proxy

statement/prospectus

and

other

related

documents

filed

by

Capital

One

and

North

Fork

with

the

SEC

at

the

SEC’s

website

at

www.sec.gov.

The

joint

proxy

statement/prospectus

and

the

other

documents

may

also

be

obtained

for

free

by

accessing

Capital

One’s

website

at

www.capitalone.com

under

the

heading

“Investors”

and

then

under

the

heading

“SEC

&

Regulatory

Filings”

or

by

accessing

North

Fork’s

website

at

www.northforkbank.com

under

the

tab

“Investor

Relations”

and

then

under

the

heading

“SEC

Filings”.

Participants

in

the

Capital

One

–

North

Fork

Transaction

Capital

One,

North

Fork

and

their

respective

directors,

executive

officers

and

certain

other

members

of

management

and

employees

may

be

soliciting

proxies

from

stockholders

in

favor

of

the

merger.

Information

regarding

the

persons

who

may,

under

the

rules

of

the

SEC,

be

considered

participants

in

the

solicitation

of

the

stockholders

in

connection

with

the

proposed

merger

will

be

set

forth

in

the

joint

proxy

statement/prospectus

when

it

is

filed

with

the

SEC.

You

can

find

information

about

Capital

One’s

executive

officers

and

directors

in

Capital

One’s

definitive

proxy

statement

filed

with

the

SEC

on

March

23,

2006.

You

can

find

information

about

North

Fork’s

executive

officers

and

directors

in

the

Form

10-K/A

filed

with

the

SEC

on

April

28,

2006.

You

can

obtain

free

copies

of

these

documents

from

the

Capital

One

or

North

Fork

using

the

contact

information

above.

Forward looking statements

3

Second quarter 2006 results and 2006 guidance

•

Net income after tax of $553M, up 4% from Q205

•

Q206 diluted EPS of $1.78, down 12% from Q205

•

$108.4 billion in managed loans, up 4.3% from Q106

•

$35.3B in bank deposits, flat from Q106

•

Managed revenue margin of 10.77%, down 53bp from Q106

•

Managed charge-off rate of 2.75%, up 10bp from Q106

•

Reaffirm

2006

guidance

assuming

4

th

quarter

close

of

North

Fork

acquisition

–

$7.40-7.80 Diluted EPS, including the expected impact of North Fork acquisition

–

7-9% loan growth, excluding North Fork acquisition

–

Continued stability in managed ROA, including North Fork acquisition

•

Purchase accounting and timing of close add significant uncertainty as to the effect of North Fork

acquisition on our 4th quarter ROA and EPS

4

($Millions except per share data)

Q206/Q205 Change

Q206

Q106

Q205

$

%/bps

Net Interest Income

$

2,140.8

$

2,235.0

$

1,830.3

$

310.5

17

%

Non-Interest Income

1,199.4

1,222.2

1,144.8

54.6

5

%

Total Revenue

3,340.2

3,457.2

2,975.1

365.1

12

%

Net Charge-offs

729.0

692.5

844.6

(115.6)

(14)

%

Allowance Build/(Release)

90.0

(115.0)

(35.0)

125.0

n/a

Other

(23.4)

(15.2)

2.6

(26.0)

n/a

Provision for Loan Losses

795.6

562.3

812.2

(16.6)

(2)

%

Marketing Expenses

356.7

323.8

277.0

79.7

29

%

Operating Expenses

1,324.2

1,249.7

1,058.6

265.6

25

%

Tax Rate

36.0

%

33.2

%

35.8

%

n/a

2

bps

Net Income After Tax

$

552.6

$

883.3

$

531.1

$

21.5

4

%

Shares Used to Compute Diluted EPS (MM)

310.0

309.1

261.7

n/a

18

%

Diluted EPS

$

1.78

$

2.86

$

2.03

$

(0.25)

(12)

%

Revenue Margin

10.77

%

11.30

%

12.65

%

n/a

(188)

bps

Return on Managed Assets

1.62

2.62

2.11

n/a

(49)

bps

Return on Equity

14.19

24.18

23.80

n/a

(961)

bps

Second quarter 2006 managed income statement

5

Credit metrics remain strong

0%

1%

2%

3%

4%

5%

6%

7%

8%

Monthly Managed

Net Charge-off Rate

0%

1%

2%

3%

4%

5%

6%

7%

8%

Monthly Managed $30+ Day

Delinquency Rate

4.42%

4.05%

4.37%

4.13%

4.10%

Quarterly

Charge-off

Rate

4.14%

4.53%

2.65%

Bankruptcy

Filing Spike

3.05%

2.75%

6

Loan growth and allowance build in the second quarter

Charge-offs and Allowance for Loan Losses ($Millions)

Finance Charge & Fee Revenue Recognition ($Millions)

Q206/Q106 Change

Q206

Q106

Q205

$

%/bps

Managed Net Charge-offs

$

729.0

$

692.5

$

844.6

$

36.5

5

%

Allowance Build/(Release)

90.0

(115.0)

(35.0)

205.0

n/a

Other

(23.4)

(15.2)

2.6

(8.2)

n/a

Managed Provision for Loan Losses

795.6

562.3

812.2

233.3

41

%

Reported Loans

$

60,603

$

58,119

$

38,611

$

2,484

4

%

Allowance for Loan Losses

1,765

1,675

1,405

90

5

%

Reported $30+ Day Delinquencies

1,772

1,559

1,400

213

14

%

Reported $30+ Delinquency Rate

2.92

%

2.68

%

3.62

%

n/a

24

bps

Reported Net Charge-off Rate

2.01

2.07

3.39

n/a

(6)

bps

Q206

Q106

Q205

Q206/Q106 Change

$

%

Amounts Billed to Customers

but not Recognized as Revenue

$

215.0

$

170.9

$

259.8

$

44.1

26

%

7

US Card delivered strong growth in loans and purchase volume

3.29%

2.93%

4.73%

5.70%

4.69%

4.90%

3.30%

3.31%

3.44%

3.86%

3.66%

3.60%

0%

1%

2%

3%

4%

5%

6%

Q105

Q205

Q305

Q405

Q106

Q206

Net Income After Tax

(1)

($M)

Credit Risk Metrics

(1) Based on internal allocations of consolidated results

Managed 30+

Delinquency Rate

Managed Net

Charge-off Rate

Highlights

•

Net income down $11M from Q205

•

Charge-off rate rose modestly, but

remains near historical lows

•

Seasonality and strong credit contributed

to lower past-due fees and compressed

revenue margin

•

Strong growth versus Q205

–

managed loans up 5%

–

purchase volume up 16%

•

Competition remains intense

–

long-dated 0% teasers still dominate

revolver segments

$458.2

$432.4

$481.8

$237.0

$602.8

$421.8

$0

$100

$200

$300

$400

$500

$600

$700

Q105

Q205

Q305

Q405

Q106

Q206

8

3.90%

3.63%

4.33%

4.09%

3.89%

3.55%

2.82%

2.90%

2.83%

2.93%

2.93%

3.04%

0%

1%

2%

3%

4%

5%

6%

Q105

Q205

Q305

Q405

Q106

Q206

GFS businesses in North America delivered strong performance,

while our U.K. business continued to struggle

Credit Risk Metrics

$70.5

$26.7

$81.9

$7.1

$113.5

$51.2

$0

$20

$40

$60

$80

$100

$120

Q105

Q205

Q305

Q405

Q106

Q206

Net Income After Tax

(1)

($M)

(1) Based on internal allocations of consolidated results

Managed Net

Charge-off Rate

Managed 30+

Delinquency Rate

Highlights

•

Net income up $24M from Q205

•

$3.9B loan growth, or 18%, over Q205, driven

principally by Installment Loans

•

Home Loans, Small Business, and Canada

continue to perform well

•

Credit strong in U.S. and Canada; weak in

U.K.

9

1.54%

2.35%

2.89%

1.74%

3.32%

2.54%

4.55%

3.57%

5.71%

4.65%

4.09%

3.51%

0%

1%

2%

3%

4%

5%

6%

Q105

Q205

Q305

Q405

Q106

Q206

Strong originations and credit quality resulted in a solid

quarter in Auto Finance

Credit Risk Metrics

$35.6

$96.1

($7.7)

$8.1

$69.4

$95.1

($20)

$0

$20

$40

$60

$80

$100

$120

Q105

Q205

Q305

Q405

Q106

Q206

Net Income After Tax

(1)

($M)

(1) Based on internal allocations of consolidated results

Managed Net

Charge-off Rate

Managed 30+

Delinquency Rate

Highlights

•

Net income of $95M, down $1M, or 1%, from

Q205

•

$3.1B in originations, $20.6B in managed loans

•

Strong credit performance

–

Favorable credit environment

–

Mix shift upmarket

–

Seasonal impacts on charge-offs and

delinquencies

•

Growth in prime loans drove margins, costs,

and loss rates lower

10

$35.4

$35.3

$13.2

$13.2

$0

$10

$20

$30

$40

Q106

Q206

Banking segment loan and deposit dynamics reflect the

environment in the Gulf Coast hurricane impacted region

Deposit and Loan Portfolio ($B)

$43.3

$43.3

$0

$10

$20

$30

$40

$50

Q106

Q206

Net

Income

After

Tax

(1)

($M)

(1) Based on internal allocations of consolidated results

Loans

Deposits

Highlights

•

$43M NIAT, in-line with Q106

•

Loans and deposits declined in hurricane

impacted areas, grew in rest of network

•

Credit metrics remain modestly elevated in the

post-hurricane environment

•

Opened 7 new branches, on track to open 40 in

2006

•

Integration proceeding smoothly

–

Costs and synergies tracking plan

–

Brand conversion completed in May

11

North Fork transaction expected to close in fourth quarter of

2006

•

Multiple growth platforms

–

Local scale deposits, small business, mid-

market banking

–

National scale Alt-A mortgage and Home

Equity originator

•

Leverages Capital One strengths

–

National brand

–

National scale lending

–

Massive customer base

–

Marketing and analytics

•

Balances the company

–

Assets, Liabilities, Earnings

–

Lowers overall risk profile

–

Lowers capital requirements

North Fork Bank

Acquisition

Strategic

Fit

•

$14.6 billion estimated purchase

price

•

$36.6 billion in deposits as of

12/31/05

•

Expected to be accretive to

Operating EPS in 2008

•

CEO John Kanas

will lead banking