- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Schneider Ryan M.	2. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [ COF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President, Card
(Last)          (First)          (Middle) 1680 CAPITAL ONE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/31/2012
(Street) MCLEAN, VA 22102 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock   (1)	1/31/2012		A		29093.0000	A	$ 0	140166.0000	D
Common Stock   (2)	1/31/2012		M		24935.0000	A	$ 0	165101.0000	D
Common Stock	1/31/2012		F (3)		11321.0000	D	$45.75	153780.0000	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2009 Performance Share Units	$ 0   (4)	1/31/2012		M			24935.0000	(4)	3/15/2012	Common Stock	24935.0000	$ 0	0.0000	D
Performance Share Units	$ 0   (5)	1/31/2012		A		34912.0000		(5)	3/15/2015	Common Stock	34912.0000	$ 0	34912.0000	D
Restricted Stock Units	$ 0   (6)	1/31/2012		A		28564.0000		(7)	(7)	Common Stock	28564.0000	$ 0	28564.0000	D
Restricted Stock Units	$ 0   (6)	1/31/2012		A		17460.0000		12/15/2012	12/15/2012	Common Stock	17460.0000	$ 0	17460.0000	D
Stock Options	$45.75	1/31/2012		A		48678.0000		(8)	1/30/2022	Common Stock	48678.0000	$ 0	48678.0000	D

Explanation of Responses:
( 1)	This restricted stock will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.
( 2)	These performance shares for the January 29, 2009 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.
( 3)	These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares for the January 29, 2009 grant. This is authorized in the performance share award agreement.
( 4)	These performance share units for the January 29, 2009 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies.
( 5)	These performance share units will settle at the end of a three-year performance period (January 1, 2012 to December 31, 2014) based on the Company's relative Adjusted ROA against a peer group of companies. The number of shares reported represents 200% of the target amount. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.
( 6)	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.
( 7)	These restricted stock units will vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.
( 8)	This option becomes exercisable in 1/3 increments beginning on February 10, 2013 and annually thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schneider Ryan M. 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102			President, Card

Signatures
Gregory W. Seward (POA on file)		2/2/2012
** 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 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).
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