Edgar Filing: CAPITAL ONE FINANCIAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FAIRBANK RICHARD D

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO and President

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2005

(Street)

MCLEAN, VA 22102

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	03/04/2005		M		438,000	A	$ 9.73	1,405,386	D
Common Stock ⁽¹⁾	03/04/2005		S		43,300	D	$ 77.25	1,362,086	D
Common Stock ⁽¹⁾	03/04/2005		S		13,400	D	$ 77.26	1,348,686	D
Common Stock ⁽¹⁾	03/04/2005		S		9,500	D	$ 77.27	1,339,186	D
Common Stock ⁽¹⁾	03/04/2005		S		3,500	D	$ 77.28	1,335,686	D
Common Stock ⁽¹⁾	03/04/2005		S		1,800	D	$ 77.29	1,333,886	D
Common Stock ⁽¹⁾	03/04/2005		S		14,700	D	$ 77.3	1,319,186	D
Common Stock ⁽¹⁾	03/04/2005		S		1,600	D	$ 77.31	1,317,586	D
Common Stock ⁽¹⁾	03/04/2005		S		900	D	$ 77.32	1,316,686	D
Common Stock ⁽¹⁾	03/04/2005		S		800	D	$ 77.34	1,315,886	D
Common Stock ⁽¹⁾	03/04/2005		S		1,000	D	$ 77.35	1,314,886	D
Common Stock ⁽¹⁾	03/04/2005		S		300	D	$ 77.36	1,314,586	D
Common Stock ⁽¹⁾	03/04/2005		S		100	D	$ 77.37	1,314,486	D
Common Stock ⁽¹⁾	03/04/2005		S		2,400	D	$ 77.4	1,312,086	D
Common Stock ⁽¹⁾	03/04/2005		S		900	D	$ 77.44	1,311,186	D
Common Stock ⁽¹⁾	03/04/2005		S		900	D	$ 77.45	1,310,286	D
Common Stock ⁽¹⁾	03/04/2005		S		300	D	$ 77.47	1,309,986	D
Common Stock ⁽¹⁾	03/04/2005		S		100	D	$ 77.48	1,309,886	D
Common Stock ⁽¹⁾	03/04/2005		S		200	D	$ 77.49	1,309,686	D
Common Stock ⁽¹⁾	03/04/2005		S		300	D	$ 77.5	1,309,386	D
Common Stock ⁽¹⁾	03/04/2005		S		1,100	D	$ 77.54	1,308,286	D
Common Stock ⁽¹⁾	03/04/2005		S		300	D	$ 77.55	1,307,986	D
Common Stock ⁽¹⁾	03/04/2005		S		200	D	$ 77.57	1,307,786	D
Common Stock ⁽¹⁾	03/04/2005		S		400	D	$ 77.58	1,307,386	D
Common Stock ⁽¹⁾	03/04/2005		S		500	D	$ 77.59	1,306,886	D
Common Stock ⁽¹⁾	03/04/2005		S		1,800	D	$ 77.6	1,305,086	D
Common Stock ⁽¹⁾	03/04/2005		S		300	D	$ 77.63	1,304,786	D
Common Stock ⁽¹⁾	03/04/2005		S		200	D	$ 77.66	1,304,586	D
Common Stock ⁽¹⁾	03/04/2005		S		400	D	$ 77.67	1,304,186	D
Common Stock								107,502	I	By Fairbank Morris Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 9.73

03/04/2005

438,000

⁽²⁾

09/15/2005

Common Stock

438,000

$ 9.73

2,414,477

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FAIRBANK RICHARD D 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102	X		Chairman, CEO and President

Signatures

By: Jean K. Traub (POA on File)		03/08/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This transaction was executed pursuant to a trading plan entered into by the Reporting Person on November 12, 2004 in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
(2)	This option is fully vested. The option vested in 1997 and 1998 in accordance with the following schedule: 50% vested when the trading price of the Common Stock equaled or exceeded $37.50 for at least 10 business days within any period of 30 consecutive days; 25% when the trading price of the Common Stock equaled or exceeded $43.75 for at least 10 business days within any period of 30 consecutive days; and the remaining 25% when the trading price of the Common Stock equaled or exceeded $50.00 for 10 business days within any period of 30 consecutive days.

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