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 	  
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	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*
Berson Jory A	

(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)	
Chief Human Resources Officer	
		
	3. Date of Earliest Transaction (Month/Day/Year)
12/31/2010 		
	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	12/31/2010		M		10,944	A	$0.0000(1) 	122,346	D		
Common Stock	12/31/2010		D		10,944	D	$41.23 	111,402	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					
Restricted Stock Units	$0.0000(1) 	12/31/2010		M			10,944	12/31/2010	12/31/2010	Common Stock	10,944	(1)	0.0000	D		
Explanation of Responses:	
1. Each restricted stock unit is settled in cash at $41.23 representing the Company's average stock price over the twenty trading days preceding the vesting date.	
Remarks:	
poaberson.txt	
	Gregory W. Seward (POA on file)	01/04/2011	
	** 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 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.,
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 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 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 __7th__ day of ________June_________, 2010.

                                                 ____//_Jory Berson_
                                                 Name: Jory A. Berson

        ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

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

The foregoing instrument was acknowledged before me this _7th_ day
of ______June_________, 2010 by _____________JOry A. Berson__.

        _______Anita A. Wheeler_____________
    Notary Public, Commonwealth of Virginia
               #226409

(SEAL)

My commission expires 10/31/2012.