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 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 * 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) 2/15/2015
(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	2/15/2015		M		11599.0000	A	$0.0000   (1)	205793.0000	D
Common Stock	2/15/2015		M		5593.0000	A	$0.0000   (2)	211386.0000	D
Common Stock	2/15/2015		F (3)		3279.0000	D	$78.8800	208107.0000	D
Common Stock	2/15/2015		D		5593.0000	D	$76.2700   (2)	202514.0000	D
Common Stock	2/15/2015		D		11599.0000	D	$76.2700   (1)	190915.0000	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
2014 Restricted Stock Units	$0.0000   (2)	2/15/2015		M			5593.0000	(4)	(4)	Common Stock	5593.0000	$0.0000   (2)	11185.0000	D
Restricted Stock Units	$0.0000   (1)	2/15/2015		M			11599.0000	2/15/2015   (1)	2/15/2015   (1)	Common Stock	11599.0000	$0.0000   (1)	0.0000	D

Explanation of Responses:
( 1)	Each restricted stock unit vested on January 1, 2015 and settled in cash on February 15, 2015 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date.
( 2)	On February 15, 2015, the restricted stock units were settled in cash based on the Company's average fair market value of shares of common stock over the fifteen trading days preceding the vesting date.
( 3)	Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 30, 2014. This is authorized in the applicable restricted stock award agreement.
( 4)	These restricted stock units vest in 1/3 increments beginning on February 15, 2015 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)		2/18/2015
** 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).
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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