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
                                                                                  
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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 *

Berson Jory A 		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)
Chief Human Resources Officer
(Last)          (First)          (Middle)

1680 CAPITAL ONE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2015
(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   2/10/2015     M    8106.0000   A $0.0000   (1) 84669.0000   (2) D    
Common Stock   2/10/2015     M    4024.0000   A $0.0000   (1) 88693.0000   D    
Common Stock   2/10/2015     F (3)    2481.0000   D $77.0600   86212.0000   D    
Common Stock   2/10/2015     F (4)    2484.0000   D $77.0600   83728.0000   D    
Common Stock   2/10/2015     D    4024.0000   D $76.3900   (1) 79704.0000   D    
Common Stock   2/10/2015     D    8106.0000   D $76.3900   (1) 71598.0000   D    
Common Stock                  6371.0000   (5) I   By 401(k)  

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
2013 Restricted Stock Units   $0.0000   (1) 2/10/2015     M         4024.0000      (6)   (6) Common Stock   4024.0000   $0.0000   (1) 4024.0000   D    
Restricted Stock Units   $0.0000   (1) 2/10/2015     M         8106.0000      (7)   (7) Common Stock   8106.0000   $0.0000   (1) 0.0000   D    

Explanation of Responses:
( 1)  On February 10, 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 twenty trading days preceding the vesting date.
( 2)  Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.
( 3)  Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on January 31, 2013. This is authorized in the applicable restricted stock award agreement.
( 4)  Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on January 31, 2012. This is authorized in the applicable restricted stock award agreement.
( 5)  Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the date of the latest transaction.
( 6)  These restricted stock units vest in 1/3 increments beginning on February 10, 2014 and annually thereafter.
( 7)  These restricted stock units vest in 1/3 increments beginning on February 10, 2013 and annually thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Berson Jory A
1680 CAPITAL ONE DRIVE
MCLEAN, VA 22102

Chief Human Resources Officer

Signatures
Gregory W. Seward (POA on file) 2/12/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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