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^*

McFarland Susan R.

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2011

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)
Principal Accounting 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	36,094	D

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)
Performance Share Units	⁽¹⁾	⁽¹⁾	Common Stock	6,524⁽²⁾	0.0000⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	6,836	0.0000⁽⁵⁾	D
Restricted Stock Units	12/15/2011	12/15/2011	Common Stock	4,972	0.0000⁽⁵⁾	D
Stock Options	⁽⁶⁾	01/28/2019	Common Stock	15,619	18.28	D
Stock Options	⁽⁷⁾	01/25/2021	Common Stock	13,520	48.28	D
Stock Options	⁽⁸⁾	02/20/2018	Common Stock	45,490	48.95	D
Stock Options	⁽⁹⁾	12/14/2013	Common Stock	3,600	56.28	D
Stock Options	⁽¹⁰⁾	03/01/2017	Common Stock	16,300	76.79	D
Stock Options	⁽¹¹⁾	03/14/2015	Common Stock	6,390	78.71	D
Stock Options	⁽¹²⁾	03/02/2016	Common Stock	9,870	88.81	D

Explanation of Responses:

1. The performance shares may be issuable at the end of a three-year performance period (January 1, 2009 to December 31, 2011) based on the Company's total shareholder return as compared to the total shareholder return for a peer group of companies.

2. The number of performance units shown represents the maximum number of performance shares that may be issuable at the end of the performance period.

3. Each performance unit represents the right to receive one performance share upon satisfaction of the performance conditions.

4. These restricted stock units will vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.

5. 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.

6. This option becomes exercisable in 1/3 increments beginning on January 29, 2010 and annually thereafter.

7. This option becomes exercisable in 1/3 increments beginning on January 26, 2012 and annually thereafter.

8. This option becomes exercisable in 1/3 increments beginning on February 21, 2009 and annually thereafter.

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

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

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

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

Remarks:

poamcfarland.txt

	Gregory W. Seward (POA on file)	03/22/2011
	** 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, Shahin Rezai and Gregory W. Seward, 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 the Company'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 ofthis 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 an 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 __8__ day of ________March_________, 2011.



                                                 ____//_Susan R. McFarland_
                                                 Name: Susan R. McFarland


        ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF _____Virginia_________ )
                                )      ss.
CITY/COUNTY OF ____Henrico____   )


The foregoing instrument was acknowledged before me this _8_ day
of ______March_________, 2011 by _____Susan McFarland__.



        _______Margaret Shaw Baskette________
    Notary Public, Commonwealth of Virginia
	       REG#230511


(SEAL)


My commission expires 01/31/2012.