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

October 18, 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 October 18, 2006, the Company issued a press release announcing its financial results for the third quarter ended September 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, Third Quarter Earnings Presentation for the quarter ended September 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 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 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 acquired by the Company will not be integrated successfully;

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

• disruption from the acquisitions 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 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 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”.

3

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

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release, dated October 18, 2006. (This exhibit shall be deemed to be “filed” with this Form 8-K)
99.2	Third Quarter Earnings Presentation.

Earnings Conference Call Webcast Information.

Capital One will hold an earnings conference call on October 18, 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 October 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: October 18, 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 Q3			2006 Q2			2006 Q1			2005 Q4			2005 Q3
Earnings (Reported Basis)
Net Interest Income	$	1,294.5		$	1,197.1		$	1,206.9		$	1,037.0		$	910.2
Non-Interest Income		1,761.4	(3)		1,709.9	(3)		1,858.3			1,665.5	(2)		1,594.6	(1)
Total Revenue(5)		3,055.9			2,907.0			3,065.2	(4)		2,702.5			2,504.8
Provision for Loan Losses		430.6			362.4			170.3	(4)		565.7			374.2	(1)
Marketing Expenses		368.5			356.7			323.8			447.4			343.7
Operating Expenses		1,358.1			1,324.2			1,249.7			1,241.7	(6)		1,021.9
Income Before Taxes		898.7			863.7			1,321.4			447.7			765.0
Tax Rate		34.6	%(7)		36.0	%		33.2	%		37.3	%		35.8	%
Net Income	$	587.8		$	552.6		$	883.3		$	280.3		$	491.1
Common Share Statistics
Basic EPS	$	1.95		$	1.84		$	2.95		$	1.01		$	1.88
Diluted EPS	$	1.89		$	1.78		$	2.86		$	0.97		$	1.81
Dividends Per Share	$	0.03		$	0.03		$	0.03		$	0.03		$	0.03
Book Value Per Share (period end)	$	54.79		$	52.31		$	50.06		$	46.97		$	41.40
Stock Price Per Share (period end)	$	78.66		$	85.45		$	80.52		$	86.40		$	79.52
Total Market Capitalization (period end)	$	23,944.1		$	25,968.3		$	24,397.6		$	25,989.1		$	21,200.0
Shares Outstanding (period end)		304.4			303.9			303.0			300.8			266.6
Shares Used to Compute Basic EPS		301.6			300.8			299.3			278.8			260.9
Shares Used to Compute Diluted EPS		310.4			310.0			309.1			287.7			270.7
Reported Balance Sheet Statistics (period avg.)
Average Loans	$	62,429		$	58,833		$	58,142		$	48,701		$	38,556
Average Earning Assets	$	81,297		$	79,026		$	78,148		$	66,624		$	53,453
Average Assets	$	92,575		$	89,644		$	88,895		$	74,443		$	59,204
Average Interest Bearing Deposits	$	43,019		$	42,797		$	43,357		$	34,738		$	26,618
Average Non-Interest Bearing Deposits	$	4,458		$	4,412		$	4,514		$	2,356		$	85
Average Equity	$	16,310		$	15,581		$	14,612		$	12,528		$	10,802
Return on Average Assets (ROA)		2.54	%		2.47	%		3.97	%		1.51	%		3.32	%
Return on Average Equity (ROE)		14.42	%		14.19	%		24.18	%		8.95	%		18.19	%
Reported Balance Sheet Statistics (period end)
Loans	$	63,612		$	60,603		$	58,119		$	59,848		$	38,852
Total Assets	$	95,457		$	89,530		$	89,273		$	88,701		$	60,425
Loan growth	$	3,009		$	2,484		$	(1,729	)	$	20,996		$	241
% Loan Growth Y Over Y		64	%		57	%		53	%		57	%		10	%
Revenue & Expense Statistics (Reported)
Net Interest Income Growth (annualized)		33	%		(3	)%		66	%		56	%		17	%
Non Interest Income Growth (annualized)		12	%		(32	)%		46	%		18	%		3	%
Revenue Growth (annualized)		20	%		(21	)%		54	%		32	%		8	%
Net Interest Margin		6.37	%		6.06	%		6.18	%		6.23	%		6.81	%
Revenue Margin		15.04	%		14.71	%		15.69	%		16.23	%		18.74	%
Risk Adjusted Margin (8)		13.22	%		13.22	%		14.15	%		13.52	%		16.18	%
Operating Expense as a % of Revenues		44.44	%		45.55	%		40.77	%		45.95	%		40.80	%
Operating Expense as a % of Avg Loans (annualized)		8.70	%		9.00	%		8.60	%		10.20	%		10.60	%
Asset Quality Statistics (Reported)
Allowance	$	1,840		$	1,765		$	1,675		$	1,790		$	1,447	(1)
30+ Day Delinquencies	$	2,060		$	1,772		$	1,559		$	1,879		$	1,497
Net Charge-Offs	$	369		$	296		$	301		$	451		$	342
Allowance as a % of Reported Loans		2.89	%		2.91	%		2.88	%		2.99	%		3.72	%
Delinquency Rate (30+ days)		3.24	%		2.92	%		2.68	%		3.14	%		3.85	%
Net Charge-Off Rate		2.36	%		2.01	%		2.07	%		3.70	%		3.55	%

(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 in Q2 2006 as a result of the MasterCard, Inc. initial public offering and losses of $20.8 million in Q2 2006 and $9.4 million in Q3 2006 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: Q3 2006 - $226.3, Q2 2006 - $215.0, Q1 2006 - $170.9, Q4 2005 - $227.9 and Q3 2005 - $255.6.

(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) Includes resolution of IRS tax issues resulting in $18.7 million reduction of tax expense.

(8) 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 Q3			2006 Q2			2006 Q1			2005 Q4			2005 Q3
Earnings (Managed Basis)
Net Interest Income	$	2,217.8		$	2,140.8		$	2,235.0		$	2,075.2		$	1,931.2
Non-Interest Income		1,275.4	(4)		1,199.4	(4)		1,222.2			1,243.4	(3)		1,099.8	(2)
Total Revenue(6)		3,493.2			3,340.2			3,457.2	(5)		3,318.6			3,031.0
Provision for Loan Losses		867.9			795.6			562.3	(5)		1,181.8			900.4	(2)
Marketing Expenses		368.5			356.7			323.8			447.4			343.7
Operating Expenses		1,358.1			1,324.2			1,249.7			1,241.7	(7)		1,021.9
Income Before Taxes		898.7			863.7			1,321.4			447.7			765.0
Tax Rate		34.6	%(8)		36.0	%		33.2	%		37.3	%		35.8	%
Net Income	$	587.8		$	552.6		$	883.3		$	280.3		$	491.1
Managed Balance Sheet Statistics (period avg.)
Average Loans	$	110,512		$	106,090		$	104,610		$	94,241		$	83,828
Average Earning Assets	$	127,601		$	124,067		$	122,403		$	110,096		$	96,696
Average Assets	$	140,114		$	136,351		$	134,797		$	119,406		$	103,913
Return on Average Assets (ROA)		1.68	%		1.62	%		2.62	%		0.94	%		1.89	%
Managed Balance Sheet Statistics (period end)
Loans	$	112,239		$	108,433		$	103,907		$	105,527		$	84,768
Total Assets	$	143,527		$	136,819		$	134,530		$	133,786		$	105,743
Loan Growth	$	3,806		$	4,526		$	(1,620	)	$	20,759		$	1,817
% Loan Growth Y over Y		32	%		31	%		27	%		32	%		12	%
Tangible Assets (9)	$	139,223		$	132,527		$	130,211		$	129,484		$	105,007
Tangible Capital (10)	$	13,514		$	12,094		$	11,016		$	9,994		$	10,400
Tangible Capital to Tangible Assets Ratio		9.71	%		9.13	%		8.46	%		7.72	%		9.90	%
% Off-Balance Sheet Securitizations		43	%		44	%		44	%		43	%		54	%
Revenue & Expense Statistics (Managed)
Net Interest Income Growth (annualized)		14	%		(17	)%		31	%		30	%		22	%
Non Interest Income Growth (annualized)		25	%		(7	)%		(7	)%		52	%		(16	)%
Revenue Growth (annualized)		18	%		(14	)%		17	%		38	%		8	%
Net Interest Margin		6.95	%		6.90	%		7.30	%		7.54	%		7.99	%
Revenue Margin		10.95	%		10.77	%		11.30	%		12.06	%		12.54	%
Risk Adjusted Margin (11)		8.42	%		8.42	%		9.03	%		8.18	%		8.95	%
Operating Expense as a % of Revenues		38.88	%		39.64	%		36.15	%		37.42	%		33.71	%
Operating Expense as a % of Avg Loans (annualized)		4.92	%		4.99	%		4.78	%		5.27	%		4.88	%
Asset Quality Statistics (Managed)
30+ Day Delinquencies	$	3,693		$	3,306		$	3,039		$	3,424		$	3,164
Net Charge-Offs	$	806		$	729		$	693		$	1,067		$	868
Delinquency Rate (30+ days)		3.29	%		3.05	%		2.92	%		3.24	%		3.73	%
Net Charge-Off Rate		2.92	%		2.75	%		2.65	%		4.53	%		4.14	%

(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 in Q2 2006 as a result of the MasterCard, Inc. initial public offering and losses of $20.8 million in Q2 2006 and $9.4 million in Q3 2006 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: Q3 2006 - $226.3, Q2 2006 - $215.0, Q1 2006 - $170.9, Q4 2005 - $227.9 and Q3 2005 - $255.6.

(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 resolution of IRS tax issues resulting in $18.7 million reduction of tax expense.

(9) Includes managed assets less intangible assets.

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

(11) 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 Q3			2006 Q2			2006 Q1			2005 Q4			2005 Q3
Segment Statistics
US Card:
Interest Income	$	1,734,459		$	1,628,144		$	1,714,559		$	1,665,450		$	1,659,178
Interest Expense		554,708			507,722			493,458			481,656			451,346
Net interest income	$	1,179,751		$	1,120,422		$	1,221,101		$	1,183,794		$	1,207,832
Non-interest income		881,304			803,083			775,413			844,286			851,036
Provision for loan losses		451,782			413,701			224,438			767,103			483,759
Non-interest expenses		899,062			860,874			844,729			892,521			833,925
Income tax provision (benefit)		248,574			227,125			324,573			131,415			259,414
Net income (loss)	$	461,637		$	421,805		$	602,774		$	237,041		$	481,770
Loans receivable	$	51,127,654		$	48,736,483		$	47,142,650		$	49,463,522		$	46,291,468
Average loans	$	50,131,562		$	47,856,045		$	48,217,926		$	46,857,527		$	46,405,569
Loan Yield		13.84	%		13.61	%		14.22	%		14.22	%		14.30	%
Net charge-off rate		3.39	%		3.29	%		2.93	%		5.70	%		4.69	%
Delinquency Rate (30+ days)		3.53	%		3.30	%		3.31	%		3.44	%		3.86	%
Purchase Volume (2)	$	21,450,024		$	20,878,732		$	18,015,669		$	21,209,357		$	18,932,798
Number of Accounts (000s)		37,483			37,199			37,258			37,645			37,863
Auto Finance:
Interest Income	$	591,711		$	563,734		$	536,657		$	465,124		$	436,058
Interest Expense		227,053			207,497			187,827			151,100			135,956
Net interest income	$	364,658		$	356,237		$	348,830		$	314,024		$	300,102
Non-interest income		4,846			13,839			391			(1,358	)		3,005
Provision for loan losses		161,145			74,714			107,805			161,651			185,219
Non-interest expenses		154,014			149,115			134,655			138,412			129,719
Income tax provision (benefit)		19,021			51,186			37,366			4,512			(4,141	)
Net income (loss)	$	35,324		$	95,061		$	69,395		$	8,091		$	(7,690	)
Loans receivable	$	21,158,797		$	20,558,455		$	19,848,190		$	16,372,019		$	15,730,713
Average loans	$	20,812,533		$	20,187,631		$	19,440,128		$	16,095,793		$	15,104,464
Loan Yield		11.37	%		11.17	%		11.04	%		11.56	%		11.55	%
Net charge-off rate		2.34	%		1.54	%		2.35	%		3.32	%		2.54	%
Delinquency Rate (30+ days)		5.18	%		4.55	%		3.57	%		5.71	%		4.65	%
Auto Loan Originations (3)	$	3,158,481		$	3,107,409		$	2,940,540		$	2,563,372		$	3,217,209
Number of Accounts (000s)		1,558			1,525			1,480			1,438			1,187
Global Financial Services:
Interest Income	$	768,262		$	725,256		$	692,246		$	681,624		$	661,420
Interest Expense		307,518			279,804			253,997			249,289			237,791
Net interest income	$	460,744		$	445,452		$	438,249		$	432,335		$	423,629
Non-interest income		311,439			297,080			283,352			250,349			273,067
Provision for loan losses		249,448			296,614			217,365			263,664			217,032
Non-interest expenses		358,806			365,149			330,172			410,670			356,254
Income tax provision (benefit)		56,771			29,614			60,520			1,299			41,521
Net income (loss)	$	107,158		$	51,155		$	113,544		$	7,051		$	81,889
Loans receivable	$	26,623,519		$	25,935,716		$	23,732,515		$	23,386,490		$	22,770,803
Average loans	$	26,364,992		$	24,910,879		$	23,668,326		$	23,129,203		$	22,373,995
Loan Yield		11.58	%		11.58	%		11.64	%		11.74	%		11.78	%
Net charge-off rate		3.70	%		3.90	%		3.63	%		4.33	%		4.09	%
Delinquency Rate (30+ days)		2.86	%		2.82	%		2.90	%		2.83	%		2.93	%
Number of Accounts (000s)		10,135			10,130			10,013			9,928			9,774

(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 Q3			2006 Q2			2006 Q1			2005 Q4			2005 Q3
Segment Statistics
Banking:
Interest Income	$	719,207		$	682,679		$	650,985
Interest Expense		461,009			433,451			406,061
Net interest income	$	258,198		$	249,228		$	244,924
Non-interest income		115,526			114,039			104,485
Provision for loan losses		5,495			6,632			9,821
Non-interest expenses		297,080			289,996			272,987
Income tax provision (benefit)		24,902			23,324			23,310
Net income (loss)	$	46,247		$	43,315		$	43,291
Loans receivable	$	13,326,088		$	13,189,112		$	13,169,792
Average loans	$	13,171,414		$	13,115,534		$	13,283,515
Loan Yield		8.02	%		7.63	%		7.38	%
Net charge-off rate		0.48	%		0.45	%		0.38	%
Delinquency Rate (30+ days)		0.36	%		0.38	%		0.75	%
Core Deposits(2)		27,547,964			27,857,265			27,996,290
Total Deposits		35,714,468			35,281,970			35,396,221
Number of Active ATMs		623			586			542
Number of locations(3)		342			325			317
Other:
Net interest income	$	(45,529	)	$	(30,510	)	$	(18,134	)	$	145,043		$	(368	)
Non-interest income		(37,706	)		(28,709	)		58,553			150,153			(27,301	)
Provision for loan losses		27			3,950			2,877			(10,631	)		14,324
Non-interest expenses		17,667			15,763			(9,064	)		247,583			45,740
Income tax provision (benefit)		(38,402	)		(20,183	)		(7,729	)		30,109			(22,913	)
Net income (loss)	$	(62,527	)	$	(58,749	)	$	54,335		$	28,135		$	(64,820	)
Loans receivable	$	2,488		$	13,673		$	13,629		$	16,305,460		$	(25,301	)
Total:
Interest Income	$	3,595,874		$	3,414,411		$	3,436,829		$	3,175,960		$	2,907,775
Interest Expense		1,378,052			1,273,582			1,201,859			1,100,764			976,580
Net interest income	$	2,217,822		$	2,140,829		$	2,234,970		$	2,075,196		$	1,931,195
Non-interest income		1,275,409			1,199,332			1,222,194			1,243,430			1,099,807
Provision for loan losses		867,897			795,611			562,306			1,181,787			900,334
Non-interest expenses		1,726,629			1,680,897			1,573,479			1,689,186			1,365,638
Income tax provision (benefit)		310,866			311,066			438,040			167,335			273,881
Net income (loss)	$	587,839		$	552,587		$	883,339		$	280,318		$	491,149
Loans receivable	$	112,238,546		$	108,433,439		$	103,906,776		$	105,527,491		$	84,767,683

(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) Q3: Number of locations includes 329 branches and 13 other customer centers and excludes 7 branches that remain closed due to hurricane damage. Q2: Number of locations includes 312 branches and 13 other customer centers and excludes 16 branches that remain closed due to hurricane damage. Q1: Number of locations includes 303 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 September 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	$	1,294,515	$	923,307		$	2,217,822
Non-interest income	$	1,761,385	$	(485,976	)	$	1,275,409
Total revenue	$	3,055,900	$	437,331		$	3,493,231
Provision for loan losses	$	430,566	$	437,331		$	867,897
Net charge-offs	$	368,656	$	437,331		$	805,987
Balance Sheet Measures
Loans	$	63,612,169	$	48,626,377		$	112,238,546
Total assets	$	95,457,365	$	48,069,798		$	143,527,163
Average loans	$	62,428,789	$	48,083,477		$	110,512,266
Average earning assets	$	81,297,372	$	46,304,077		$	127,601,449
Average total assets	$	92,575,211	$	47,538,556		$	140,113,767
Delinquencies	$	2,059,777	$	1,633,477		$	3,693,254

⁽¹⁾ Income statement adjustments reclassify the net of finance charges of $1,357.3 million, past-due fees of $229.0 million, other interest income of $(55.5) million and interest expense of $607.5 million; and net charge-offs of $437.3 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)

	As of September 30 2006			As of June 30 2006			As of September 30 2005
Assets:
Cash and due from banks	$	1,461,132		$	1,388,384		$	812,330
Federal funds sold and resale agreements		3,340,809			339,613			2,409,392
Interest-bearing deposits at other banks		1,348,327			870,049			1,380,880
Cash and cash equivalents		6,150,268			2,598,046			4,602,602
Securities available for sale		13,960,709			15,292,446			9,436,667
Loans		63,612,169			60,602,803			38,851,763
Less: Allowance for loan losses		(1,840,000	)		(1,765,000	)		(1,447,000	)
Net loans		61,772,169			58,837,803			37,404,763
Accounts receivable from securitizations		5,617,113			4,818,512			6,126,282
Premises and equipment, net		1,532,006			1,467,922			768,198
Interest receivable		529,104			526,267			367,757
Goodwill		3,964,177			3,933,621			736,058
Other		1,931,819			2,055,569			982,190
Total assets	$	95,457,365		$	89,530,186		$	60,424,517
Liabilities:
Non-interest-bearing deposits	$	4,695,792		$	4,487,837		$	91,684
Interest-bearing deposits		43,467,977			42,698,976			26,772,538
Senior and subordinated notes		8,701,794			5,490,690			6,651,891
Other borrowings		17,619,817			16,836,398			11,613,179
Interest payable		387,000			349,091			350,842
Other		3,908,008			3,770,131			3,907,156
Total liabilities		78,780,388			73,633,123			49,387,290
Stockholders’ Equity:
Common stock		3,065			3,060			2,682
Paid-in capital, net		7,237,785			7,151,376			3,979,525
Retained earnings and cumulative other comprehensive income		9,551,504			8,857,963			7,124,900
Less: Treasury stock, at cost		(115,377	)		(115,336	)		(69,880	)
Total stockholders’ equity		16,676,977			15,897,063			11,037,227
Total liabilities and stockholders’ equity	$	95,457,365		$	89,530,186		$	60,424,517

CAPITAL ONE FINANCIAL CORPORATION

Consolidated Statements of Income

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

	Three Months Ended						Nine Months Ended
	September 30 2006		June 30 2006		September 30 (1) 2005		September 30 2006		September 30 (1) 2005
Interest Income:
Loans, including past-due fees	$	1,814,803	$	1,616,937	$	1,228,160	$	5,044,362	$	3,602,294
Securities available for sale		160,198		167,804		87,978		493,102		269,387
Other		90,070		112,416		88,477		303,346		221,102
Total interest income		2,065,071		1,897,157		1,404,615		5,840,810		4,092,783
Interest Expense:
Deposits		442,571		416,232		285,611		1,262,412		829,074
Senior and subordinated notes		96,300		84,707		98,309		275,361		317,382
Other borrowings		231,685		199,136		110,476		604,563		303,084
Total interest expense		770,556		700,075		494,396		2,142,336		1,449,540
Net interest income		1,294,515		1,197,082		910,219		3,698,474		2,643,243
Provision for loan losses		430,566		362,445		374,167		963,281		925,398
Net interest income after provision for loan losses		863,949		834,637		536,052		2,735,193		1,717,845
Non-Interest Income:
Servicing and securitizations		1,071,091		1,025,506		993,788		3,250,201		2,923,768
Service charges and other customer-related fees		459,125		413,398		355,871		1,308,254		1,117,467
Interchange		150,474		131,538		125,454		401,503		380,962
Other		80,695		139,471		119,503		369,591		270,394
Total non-interest income		1,761,385		1,709,913		1,594,616		5,329,549		4,692,591
Non-Interest Expense:
Salaries and associate benefits		554,504		536,465		414,348		1,607,113		1,289,950
Marketing		368,498		356,695		343,708		1,048,964		932,501
Communications and data processing		183,020		172,734		144,321		524,958		426,056
Supplies and equipment		111,625		113,028		86,866		322,837		256,973
Occupancy		49,710		52,753		39,426		151,840		97,536
Other		459,272		449,222		336,969		1,325,293		1,026,071
Total non-interest expense		1,726,629		1,680,897		1,365,638		4,981,005		4,029,087
Income before income taxes		898,705		863,653		765,030		3,083,737		2,381,349
Income taxes		310,866		311,066		273,881		1,059,972		852,520
Net income	$	587,839	$	552,587	$	491,149	$	2,023,765	$	1,528,829
Basic earnings per share	$	1.95	$	1.84	$	1.88	$	6.73	$	6.05
Diluted earnings per share	$	1.89	$	1.78	$	1.81	$	6.53	$	5.82
Dividends paid per share	$	0.03	$	0.03	$	0.03	$	0.08	$	0.08

(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)

	Quarter Ended 9/30/06						Quarter Ended 6/30/06						Quarter Ended 9/30/05
Reported	Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Loans	$	62,428,789	$	1,814,803	11.63	%	$	58,833,376	$	1,616,937	10.99	%	$	38,555,575	$	1,228,160	12.74	%
Securities available for sale		14,587,307		160,198	4.39	%		14,364,402		167,804	4.67	%		9,535,858		87,978	3.69	%
Other		4,281,276		90,070	8.42	%		5,827,923		112,416	7.72	%		5,361,490		88,477	6.60	%
Total earning assets	$	81,297,372	$	2,065,071	10.16	%	$	79,025,701	$	1,897,157	9.60	%	$	53,452,923	$	1,404,615	10.51	%
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	619,460	$	4,816	3.11	%	$	597,406	$	4,052	2.71	%	$	—	$	—	—
Money market deposit accounts		11,237,206		103,073	3.67	%		11,093,056		89,076	3.21	%		3,592,402		30,180	3.36	%
Savings accounts		3,911,765		28,604	2.92	%		3,919,465		26,237	2.68	%		—		—	—
Other Consumer Time Deposits		14,325,784		153,881	4.30	%		13,980,892		145,401	4.16	%		10,415,635		109,658	4.21	%
Public Fund CD’s of $100,000 or more		1,022,465		13,046	5.10	%		971,511		11,332	4.67	%		97,728		802	3.28	%
CD’s of $100,000 or more		8,302,487		95,229	4.59	%		8,878,461		100,094	4.51	%		9,977,047		111,876	4.49	%
Foreign time deposits		3,564,708		43,922	4.93	%		3,355,924		40,040	4.77	%		2,535,660		33,095	5.22	%
Total Interest-bearing deposits	$	42,983,875	$	442,571	4.12	%	$	42,796,715	$	416,232	3.89	%	$	26,618,472	$	285,611	4.29	%
Senior and subordinated notes		6,544,768		96,300	5.89	%		5,576,041		84,707	6.08	%		6,683,533		98,309	5.88	%
Other borrowings		18,010,737		231,685	5.15	%		16,928,273		199,136	4.71	%		10,698,216		110,476	4.13	%
Total interest-bearing liabilities	$	67,539,380	$	770,556	4.56	%	$	65,301,029	$	700,075	4.29	%	$	44,000,221	$	494,396	4.49	%
Net interest spread					5.60	%					5.31	%					6.02	%
Interest income to average earning assets					10.16	%					9.60	%					10.51	%
Interest expense to average earning assets					3.79	%					3.54	%					3.70	%
Net interest margin					6.37	%					6.06	%					6.81	%

CAPITAL ONE FINANCIAL CORPORATION

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

(dollars in thousands)(unaudited)

	Quarter Ended 9/30/06						Quarter Ended 6/30/06						Quarter Ended 9/30/05
Managed (1)	Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate		Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Loans	$	110,512,266	$	3,401,130	12.31	%	$	106,089,894	$	3,195,827	12.05	%	$	83,827,465	$	2,784,301	13.29	%
Securities available for sale		14,587,307		160,198	4.39	%		14,364,402		167,804	4.67	%		9,535,858		87,978	3.69	%
Other		2,501,876		34,546	5.52	%		3,612,502		50,780	5.62	%		3,333,021		35,496	4.26	%
Total earning assets	$	127,601,449	$	3,595,874	11.27	%	$	124,066,798	$	3,414,411	11.01	%	$	96,696,344	$	2,907,775	12.03	%
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	619,460	$	4,816	3.11	%	$	597,406	$	4,052	2.71	%	$	—	$	—
Money market deposit accounts		11,237,206		103,073	3.67	%		11,093,056		89,076	3.21	%		3,592,402		30,180	3.36	%
Savings accounts		3,911,765		28,604	2.92	%		3,919,465		26,237	2.68	%		—		—	—
Other Consumer Time Deposits		14,325,784		153,881	4.30	%		13,980,892		145,401	4.16	%		10,415,320		109,658	4.21	%
Public Fund CD’s of $100,000 or more		1,022,465		13,046	5.10	%		971,511		11,332	4.67	%		97,728		802	3.28	%
CD’s of $100,000 or more		8,302,487		95,229	4.59	%		8,878,461		100,094	4.51	%		9,977,047		111,876	4.49	%
Foreign time deposits		3,564,708		43,922	4.93	%		3,355,924		40,040	4.77	%		2,535,975		33,095	5.22	%
Total Interest-bearing deposits	$	42,983,875	$	442,571	4.12	%	$	42,796,715	$	416,232	3.89	%	$	26,618,472	$	285,611	4.29	%
Senior and subordinated notes		6,544,768		96,300	5.89	%		5,576,041		84,707	6.08	%		6,683,533		98,309	5.88	%
Other borrowings		18,010,737		231,672	5.15	%		16,928,273		199,136	4.71	%		10,698,216		110,476	4.13	%
Securitization liability		47,648,021		607,510	5.10	%		46,827,712		573,507	4.90	%		44,814,893		482,184	4.30	%
Total interest-bearing liabilities	$	115,187,401	$	1,378,053	4.79	%	$	112,128,741	$	1,273,582	4.54	%	$	88,815,114	$	976,580	4.40	%
Net interest spread					6.49	%					6.47	%					7.63	%
Interest income to average earning assets					11.27	%					11.01	%					12.03	%
Interest expense to average earning assets					4.32	%					4.11	%					4.04	%
Net interest margin					6.95	%					6.90	%					7.99	%

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

1680 Capital One Drive, McLean, VA 22102-3491

News Release

FOR IMMEDIATE RELEASE: October 18, 2006

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

Capital One Reports Third Quarter Earnings

EPS increased four percent over third quarter 2005

McLean, Va. (October 18, 2006) – Capital One Financial Corporation (NYSE: COF) today announced that its earnings for the third quarter of 2006 were $587.8 million, or $1.89 per share (diluted), compared with $491.1 million, or $1.81 per share (diluted), for the third quarter of 2005, and $552.6 million, or $1.78 per share (diluted), for the second quarter of 2006.

“Capital One delivered solid profit and loan growth in the third quarter, reflecting strong performance across our business segments, a continuing favorable credit environment, and expected seasonal patterns,” said Richard D. Fairbank, Capital One’s Chairman and Chief Executive Officer. “We continue to execute on our strategy of bringing together national scale lending and local banking businesses, and we look forward to continuing to drive our strategy with the acquisition of North Fork.”

As previously announced, Capital One and North Fork expect the acquisition of North Fork by Capital One will close in the fourth quarter of 2006, pending the receipt of approval of the merger by the Federal Reserve Board, and the expiration of all regulatory waiting periods. Capital One and North Fork have not yet set a definitive election deadline by which North Fork stockholders can elect whether they would prefer to receive cash or Capital One common stock in the merger. The election deadline, which is expected to be approximately five business days prior to the expected closing date, will be announced at least five business days in advance of the deadline.

“We expect full year earnings per share (diluted) for 2006 to be at the higher end of the $7.40 to $7.80 range,” said Gary L. Perlin, Capital One’s Chief Financial Officer. “This includes an estimated 30 cent per share dilutive impact resulting from the expected fourth quarter close of the North Fork acquisition.”

Managed loans at September 30, 2006 were $112.2 billion, up $27.5 billion, or 32 percent, from September 30, 2005, including $16.3 billion of loans acquired with the acquisition of Hibernia in November 2005. Managed loans increased $3.8 billion, or four percent, from the previous quarter. The company experienced growth across all of its North American businesses,

- more -

Capital One Reports Third Quarter Earnings

Page 2

most notably in its US Card segment. The company expects that managed loans will grow at a rate of between seven and nine percent during 2006, excluding the impacts of the North Fork acquisition.

The managed charge-off rate for the company decreased to 2.92 percent in the third quarter of 2006 from 4.14 percent in the third quarter of 2005 but rose from 2.75 percent in the previous quarter. The company increased its allowance for loan losses by $75 million in the third quarter of 2006, driven primarily by higher loan balances in the quarter. The managed delinquency rate (30+ days) decreased to 3.29 percent as of September 30, 2006 from 3.73 percent as of the end of September 30, 2005 but increased from 3.05 percent as of June 30, 2006.

Third quarter marketing expenses increased $24.8 million to $368.5 million from $343.7 million in the third quarter of 2005, and increased $11.8 million from the second quarter of 2006 expense of $356.7 million. Annualized operating expenses as a percentage of average managed loans increased to 4.92 percent in the third quarter of 2006 from 4.88 percent in the third quarter of 2005 but decreased from 4.99 percent in the previous quarter. This quarter’s results also include resolution of certain IRS tax issues resulting in an $18.7 million reduction of tax expense.

Capital One’s managed revenue margin decreased to 10.95 percent in the third quarter of 2006 from 12.54 percent in the third quarter of 2005, primarily due to the addition of Hibernia’s loan portfolio. The company’s managed revenue margin rose 18 basis points from 10.77 percent in the second 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.

Segment results

The US Card segment’s net income in the third quarter of 2006 was $461.6 million, compared with $481.8 million in the third quarter of 2005, and $421.8 million in the second quarter of 2006. Overall performance in the segment continues to be driven by strong credit and solid loan growth. Managed loans at September 30, 2006 were $51.1 billion, up $4.8 billion or 10.4 percent, from September 30, 2005, and up $2.4 billion, or 4.9 percent from the prior quarter. The managed charge-off rate decreased to 3.39 percent in the third quarter of 2006 from 4.69 percent in the third quarter of 2005 but increased from 3.29 percent in the previous quarter. The company now expects credit card charge-offs to return to more normal levels in 2007 following the impacts of last year’s bankruptcy legislation.

Capital One Reports Third Quarter Earnings

Page 3

Results in the Auto Finance segment this quarter reflect continued growth in originations and seasonal impacts in credit. Net income in the third quarter of 2006 was $35.3 million, compared with a net loss of $7.7 million in the third quarter of 2005, and net income of $95.1 million in the second quarter of 2006. Managed loans at September 30, 2006 were $21.2 billion, up $5.4 billion, or 34.5 percent, from September 30, 2005, and up $.6 billion, or 2.9 percent from the prior quarter. The managed charge-off rate decreased to 2.34 percent in the third quarter of 2006 from 2.54 percent in the third quarter of 2005 but increased from 1.54 percent in the previous quarter.

Results in the Global Financial Services segment continue to reflect strong performance in its North American businesses offset by ongoing challenges in the UK. Net income in the third quarter of 2006 was $107.2 million, compared with $81.9 million in the third quarter of 2005, and $51.2 million in the second quarter of 2006. Managed loans at September 30, 2006 were $26.6 billion, up $3.9 billion, or 16.9 percent, from the prior year’s third quarter, and up $.7 billion, or 2.7 percent, from the second quarter of 2006. The managed charge-off rate decreased to 3.70 percent in the third quarter of 2006 from 4.09 percent in the third quarter of 2005 and from 3.90 percent in the previous quarter.

The Banking segment delivered stable performance, with net income in the third quarter of 2006 of $46.2 million, up $2.9 million, or 6.8 percent, from the second quarter of 2006. Total deposits at the end of the quarter were $35.7 billion, relatively flat with $35.3 billion at the end of the second quarter of 2006. The company opened nine new branches in the quarter, bringing the year-to-date total to 19 new branches. The company is in various stages of construction on 23 additional de novo branches targeted to open in 2006, although some of these openings might spill over into early 2007. Integration continued to progress smoothly during the quarter with the conversion of the Banking segment’s core processing platform, among other systems and processes. The company is on track to complete Hibernia-related integration projects in early 2007.

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

Capital One Reports Third Quarter Earnings

Page 4

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 October 18, 2006 for third 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 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 2005 Gulf Coast hurricanes on the impacted regions; and the company’s ability to execute on its strategic and operational plans. 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 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.”

Capital One Reports Third Quarter Earnings

Page 5

About Capital One

Headquartered in McLean, Virginia, Capital One Financial Corporation (www.capitalone.com) is a financial holding company, with more than 342 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 $48.2 billion in deposits and $112.2 billion in managed loans outstanding as of September 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: Third quarter 2006 financial results, SEC Filings, and third 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

October 18, 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:

the

ability

to

obtain

regulatory

approvals

of

the

North

Fork

transaction

on

the

proposed

terms

and

schedule;

the

exact

timing

of

the

close

of

the

North

Fork

transaction

and

magnitude

of

market-driven

purchase

accounting

adjustments

related

to

the

close;

the

risk

that

the

Capital

One’s

acquired

businesses

will

not

be

integrated

successfully;

the

risk

that

the

cost

savings

and

other

synergies

from

such

acquisitions

may

not

be

fully

realized

or

may

take

longer

to

realize

than

expected;

disruption

from

the

acquisitions

making

it

more

difficult

to

maintain

relationships

with

customers,

employees

or

suppliers;

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

to

access

the

capital

markets

at

attractive

rates

and

terms

to

fund

our

operations

and

future

growth;

our

ability

to

successfully

continue

to

diversify

our

assets;

losses

associated

with

new

products

or

services;

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

control

our

costs;

the

success

of

marketing

efforts;

our

ability

to

execute

effective

tax

planning

strategies;

our

ability

to

recruit

and

retain

experienced

management

personnel;

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;

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

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

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”.

Forward looking statements

*

3

Third quarter 2006 summary

•

Q306 diluted EPS of $1.89, up 4% from Q305

•

Net income after tax of $588M, up 20% from Q305

•

$112.2 billion in managed loans, up 4% from Q206

•

$47.5B in average deposits, up 0.6% from Q206

•

Managed

revenue

margin

of

10.95%,

up

18

bp

from

Q206

•

Managed

charge-off

rate

of

2.92%,

up

17

bp

from

Q206

We expect diluted EPS in the higher end of our 2006 guidance range of $7.40-7.80,

assuming a ($0.30) impact of a 4

th

quarter close of the North Fork acquisition.

*

4

($Millions except per share data)

Third quarter 2006 managed income statement

*

Q306/Q206 Change

Q306

Q206

Q305

$

%/bps

Net Interest Income

$

2,217.8

$

2,140.8

$

1,931.2

$

77.0

4

%

Non-Interest Income

1,275.4

1,199.4

1,099.8

76.0

6

Total Revenue

3,493.2

3,340.2

3,031.0

153.0

5

Net Charge-offs

$

806.0

$

729.0

$

868.0

77.0

11

%

Allowance Build

75.0

90.0

42.0

(15.0)

(17)%

Other

(13.1)

(23.4)

(9.6)

10.3

n/a

Provision for Loan Losses

867.9

795.6

900.4

72.3

9

%

Marketing Expenses

$

368.5

$

356.7

$

343.7

11.8

3

%

Operating Expenses

1,358.1

1,324.2

1,021.9

33.9

3

%

Tax Rate

34.6

%

36.0

%

35.8

%

n/a

(140)bps

Net Income After Tax

$

587.8

$

552.6

$

491.1

$

35.2

6

%

Shares Used to Compute Diluted EPS (MM)

310.4

310.0

270.7

n/a

0.13%

Diluted EPS

$

1.89

$

1.78

$

1.81

$

0.11

6

%

Net Interest Margin

6.95%

6.90%

7.99%

n/a

5

bps

Revenue Margin

10.95

10.77

12.54

n/a

18

Return on Managed Assets

1.68

1.62

1.89

n/a

6

Return on Equity

14.42

14.19

18.19

n/a

23

5

Credit loss and delinquency rates remain at historically low

levels

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

4.05%

4.37%

4.13%

4.10%

Quarterly

Charge-off

Rate

4.14%

4.53%

2.65%

Bankruptcy

Filing Spike

2.75%

2.92%

3.29%

*

6

Loan growth drove modest increases in both provision and

allowance

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

Finance Charge & Fee Revenue Recognition ($Millions)

Q306/Q206 Change

Q306

Q206

Q305

$

%/bps

Managed Net Charge-offs

$

806.0

$

729.0

$

868.0

$

77.0

11

%

Allowance Build/(Release)

75.0

90.0

42.0

(15.0)

(17)

Other

(13.1)

(23.4)

(9.6)

10.3

n/a

Managed Provision for Loan Losses

867.9

795.6

900.4

72.3

9

%

Reported Loans

$

63,612

$

60,603

$

38,852

$

3,009

5

%

Allowance for Loan Losses

1,840

1,765

1,447

75

4

Reported $30+ Day Delinquencies

2,060

1,772

1,497

288

16

Reported $30+ Delinquency Rate

3.24

%

2.92

%

3.85

%

n/a

32

bps

Reported Net Charge-off Rate

2.36

2.01

3.55

n/a

35

Q306

Q206

Q305

Q306/Q206 Change

$

%

Amounts Billed to Customers

   but not Recognized as Revenue

$

226.3

$

215.0

$

255.6

$

11.3

5

%

*

7

US Card continued to deliver strong growth, credit, and profits

4.69%

5.70%

2.93%

4.90%

3.29%

3.39%

3.86%

3.60%

3.44%

3.31%

3.30%

3.53%

0%

1%

2%

3%

4%

5%

6%

Q205

Q305

Q405

Q106

Q206

Q306

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 $20M from Q305

•

Charge-off

rate

rose

10

bp

from

Q206,

and

remains

near

historical

lows

•

Loans grew $2.4B from Q206, driven by

favorable attrition and new prime

strategies

•

Revenue

margin

up

37

bp

over

Q206,

Net

interest

margin

up

5

bp

•

Competition remains intense, with long-

dated 0% teasers still dominating

revolver segments

•

Purchase volume up 13% from Q305,

reflecting our continued focus on

rewards cards and transactors

$432.4

$481.8

$237.0

$602.8

$421.8

$461.6

$0

$100

$200

$300

$400

$500

$600

$700

Q205

Q305

Q405

Q106

Q206

Q306

*

8

3.70%

3.90%

3.63%

4.33%

4.09%

3.89%

2.86%

2.82%

2.90%

2.83%

2.93%

2.93%

0%

1%

2%

3%

4%

5%

6%

Q205

Q305

Q405

Q106

Q206

Q306

North American GFS businesses continue to more than offset

pressure in the U.K. business

Credit Risk Metrics

$26.7

$81.9

$7.1

$113.5

$51.2

$107.2

$0

$20

$40

$60

$80

$100

$120

Q205

Q305

Q405

Q106

Q206

Q306

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 $25M from Q305

•

$3.9B loan growth, or 17%, over Q305

•

Revenue

margin

down

20

bp

over

Q206;

Net

interest

margin

down

16

bp

•

North American GFS businesses continue to

deliver strong growth and credit quality

•

Our U.K. business continues to face a

challenging credit environment

*

9

2.34%

1.54%

1.74%

2.54%

2.35%

3.32%

5.18%

4.55%

3.57%

5.71%

4.65%

4.09%

0%

1%

2%

3%

4%

5%

6%

Q205

Q305

Q405

Q106

Q206

Q306

Auto Finance continues to deliver solid results

Credit Risk Metrics

$96.1

($7.7)

$8.1

$69.4

$95.1

$35.3

($20)

$0

$20

$40

$60

$80

$100

$120

Q205

Q305

Q405

Q106

Q206

Q306

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 $43M from Q305

•

$3.2B in originations, $21.2B in managed loans

•

Net

interest

margin

down

5

bp

from

Q206

•

Credit metrics reflect expected seasonal

impacts

•

Continuing to focus on prime segment to fill in

credit spectrum

*

10

$35.4

$35.3

$35.7

$13.3

$13.2

$13.2

$0

$10

$20

$30

$40

Q106

Q206

Q306

Banking continues to deliver stable, predictable performance

Deposit and Loan Portfolio ($B)

$43.3

$43.3

$46.2

$0

$20

$40

$60

Q106

Q206

Q306

Net Income After Tax

(1)

($M)

(1) Based on internal allocations of consolidated results

Loans

Deposits

Highlights

•

$46M NIAT, up 7% from Q206

•

Loans and deposits declined in hurricane

impacted areas, grew in rest of network

•

Credit metrics remain modestly elevated in

the Gulf Coast hurricane impacted areas

•

Opened 9 de novo branches in Q3, bringing

the total to 19 year-to-date

•

Hibernia integration costs & synergies

continue to track plans

•

North Fork planning well underway,

expecting Q406 close

*