Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Borgmann Kevin S.	2. Date of Event Requiring Statement (MM/DD/YYYY) 1/31/2013	3. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [COF]
(Last)        (First)        (Middle) 1680 CAPITAL ONE DRIVE	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) Chief Risk Officer /
(Street) MCLEAN, VA 22102        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24498.0000	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	7378.0000	$0.0000   (2)	D
Stock Options	(3)	2/20/2018	Common Stock	20400.0000	$48.9500	D
Stock Options	(4)	12/14/2013	Common Stock	2000.0000	$56.2800	D
Stock Options	(5)	3/1/2017	Common Stock	9140.0000	$76.7900	D
Stock Options	(6)	3/14/2015	Common Stock	2060.0000	$78.7100	D
Stock Options	(7)	3/2/2016	Common Stock	3900.0000	$88.8100	D

Explanation of Responses:
( 1)	These restricted stock units will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.
( 2)	Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the twenty trading days preceding the vesting date.
( 3)	This option became exercisable in 1/3 increments beginning on February 21, 2009 and annually thereafter.
( 4)	This option became exercisable in 1/3 increments beginning on December 15, 2004 and annually thereafter.
( 5)	This option became exercisable in 1/3 increments beginning on March 2, 2008 and annually thereafter.
( 6)	This option became exercisable in 1/3 increments beginning on March 15, 2006 and annually thereafter.
( 7)	This option became exercisable in 1/3 increments beginning on March 3, 2007 and annually thereafter.

Remarks: poaborgmann.txt

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Borgmann Kevin S. 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102			Chief Risk Officer

Signatures
Gregory W. Seward (POA on file)		2/4/2013
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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