SEC Filing | Capital One Financial Corp.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Alexander Robert M.

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

5. If Amendment, Date of 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

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	44,433	D
Common Stock	2	I	Robert M. Alexander UGMA
Common Stock	100	I	The Alexander Fund

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽¹⁾	12/05/2012	Common Stock	12,000	34.13	D
Stock Options	⁽²⁾	05/29/2010	Common Stock	8,000	46.38	D
Stock Options	04/22/2004	10/17/2011	Common Stock	46,203	48.56	D
Stock Options	⁽³⁾	12/12/2011	Common Stock	36,904	49.07	D
Stock Options	⁽⁴⁾	12/14/2013	Common Stock	17,200	56.28	D
Stock Options	⁽⁵⁾	04/28/2009	Common Stock	26,337	56.46	D
Stock Options	⁽⁶⁾	12/13/2010	Common Stock	5,000	57.59	D
Stock Options	06/19/2004	04/22/2008	Common Stock	1,454	59.38	D
Stock Options	12/11/2002	04/22/2008	Common Stock	532	60.04	D
Stock Options	10/04/2002	04/22/2008	Common Stock	2,203	61.5	D
Stock Options	04/30/2001	04/22/2008	Common Stock	327	62	D
Stock Options	11/25/2001	04/22/2008	Common Stock	266	67.35	D
Stock Options	01/26/2005	04/22/2008	Common Stock	102	68.24	D
Stock Options	01/26/2005	12/12/2011	Common Stock	116	68.24	D
Stock Options	⁽⁷⁾	03/01/2017	Common Stock	29,190	76.79	D
Stock Options	⁽⁸⁾	03/14/2015	Common Stock	13,046	78.71	D
Stock Options	06/07/2005	12/05/2012	Common Stock	807	79.25	D
Stock Options	05/12/2005	04/22/2008	Common Stock	1,353	79.36	D
Stock Options	04/27/2007	12/16/2008	Common Stock	3,153	82.03	D
Stock Options	04/27/2007	12/12/2011	Common Stock	439	82.03	D
Stock Options	04/27/2007	12/05/2012	Common Stock	3,168	82.03	D
Stock Options	08/21/2006	12/05/2012	Common Stock	783	87.56	D
Stock Options	⁽⁹⁾	03/02/2016	Common Stock	17,360	88.81	D

Explanation of Responses:

1. This option became exercisable in 33 1/3 increments beginning on December 6, 2003 and annually thereafter.

2. This option became exercisable in 33 1/3 increments beginning on May 30, 2001 and annually thereafter.

3. This option became exercisable in 33 1/3 increments beginning on December 13, 2002 and annually thereafter.

4. This option became exercisable in 33 1/3 increments beginning on December 15, 2004 and annually thereafter.

5. This option vests in three tranches: three hundred (300) shares vested on April 29, 1999 and the remainder becomes exercisable in two equal increments, the first on April 29, 2005 and the last on April 29, 2008.

6. This option became exercisable in 33 1/3 increments beginning on December 14, 2001 and annually thereafter.

7. This option becomes exercisable in 33 1/3 increments beginning on March 2, 2008 and annually thereafter.

8. This option becomes exercisable in 33 1/3 increments beginning on March 15, 2006 and annually thereafter.

9. This option becomes exercisable in 33 1/3 increments beginning on March 3, 2007 and annually thereafter.

Remarks:

poaalexander2008.TXT

	Tangela S. Richter (POA on file)	02/01/2008
	** 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.
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 Number.

                                POWER OF ATTORNEY


         The  undersigned  hereby  constitutes  and appoints  John G.
Finneran, Jr., Stephen T. Gannon and Tangela S. Richter, each of them,
each of them, as the true and lawful attorneys-in-fact (with full power
of substitution and revocation in each) to:

(1)      execute, for and on behalf of the undersigned, any and all
	 statements and reports required or permitted to be filed by the
         undersigned, in any and all capacities, under Section 16(a) of
	 the Securities Exchange Act of 1934, as amended, and the rules
	 promulgated thereunder (the "Act") with respect to the beneficial
	 ownership of the securities of Capital One Financial Corporation
	 (the "Company"), including without limitation Forms 3, 4, 5, and
	 Form 144 required to be filed by the undersigned under Rule 144 of
	 the Securities Act of 1933, as amended;

(2)      do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         statements and reports and file such statements and reports, with all
         amendments, supplements and exhibits thereto, with the Securities and
         Exchange Commission, the New York Stock Exchange and/or any other stock
         exchange or any similar authority and to deliver copies thereof to the
         Company;

(3)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in his or her
         discretion; and

(4)      request and receive from any broker (i) periodic reports detailing the
         undersigned's retail holdings of Capital One's securities held in his
         or her account(s) and, (ii) confirmations of acquisitions or
         dispositions of the company's securities, or other derivative
         instrument based on any of the company's equity affected by such broker
         in or through his or her account(s), with no obligation to receive
         further approval from the undersigned for such request(s).

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,

necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully as the undersigned could do if personally present, with

full power of substitution or revocation, and hereby ratifies and confirms all
that such attorneys-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, acting in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Act.

	This Power of Attorney revokes all prior Powers of Attorney submitted to
the Company with respect to the matters expressed herein, and shall remain in
full
force and effect until the undersigned is no longer required to file statements
or
reports under Section 16(a) of the Act with respect to holdings of and
transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in
a signed writing delivered to the foregoing attorneys-in-fact.




         IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Power  of
 Attorney  to  be  executed  as  of  this 29th day  of
_January____, 2008.




Name:  Robert M. Alexander


ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF _Virginia_____)

CITY/Parish OF ___Henrico__)


The   foregoing   instrument   was   acknowledged
before   me   this   _29th day  of _January____, 2008
by
   ---Robert M. Alexander----.


Notary Public  Glenda Cochran
Notary ID 222300
My commission expires January 31, 2008