SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Witter Jonathan W. (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE (Street) MCLEAN VA 22102 (City) (State) (Zip)	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, Retail Banking
	3. Date of Earliest Transaction (Month/Day/Year) 02/04/2016
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)	02/04/2016		A		18,014	A	$0.0000	86,369(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
2016 Restricted Stock Units	$0.0000(3)	02/04/2016		A		10,449(4)		(5)	(5)	Common Stock	10,449(4)	$0.0000	10,449	D
Restricted Stock Units	$0.0000(6)	02/04/2016		A		11,141		02/15/2017(6)	02/15/2017(6)	Common Stock	11,141	$0.0000	11,141	D
Stock Options	$63.73	02/04/2016		A		31,189		(7)	02/03/2026	Common Stock	31,189	$0.0000	31,189	D

Explanation of Responses:

1. This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2017 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

2. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction

3. 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 fifteen trading days preceding the vesting date.

4. This award is reported net of 378 units automatically withheld by the Company to satisfy the reporting person's tax obligation.

5. These restricted stock units will vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.

6. Each restricted stock unit will vest on January 1, 2017 and will be settled in cash on February 15, 2017 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.

7. This option becomes exercisable in 1/3 increments beginning on February 15, 2017 and annually thereafter.

Remarks:

poawitter.txt

	Cleo Belmonte (POA on file)	02/08/2016
	** 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 Number.

POWER OF ATTORNEY


	The undersigned hereby constitutes and appoints John G. Finneran, Jr., Shahin
Rezai and Cleo Belmonte, 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 instruments based on any of the
Company's equity, effected 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 7 day of January 2016.



							/s/ Jon Witter
							Name: Jon Witter


	ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF Virginia			)
					)      ss.
CITY/COUNTY OF Fairfax			)


The foregoing instrument was acknowledged before me this 7th day of January,
2016 by Jon Witter.




								/s/ Christine A. Van Horn
								Notary Public


(SEAL)




My commission expires July 31, 2017.




Exhibit 24.1