SEC Filing | Capital One Financial Corp.

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SEC FORM 4 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^*

DIETZ W RONALD

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/27/2004		M		21,000	A	$6.63	29,811	D
Common Stock⁽¹⁾	05/27/2004		S		21,000	D	$70	8,811⁽²⁾	D
Common Stock								900	I	By David P.P. Dietz Trust
Common Stock								3,555	I	By Spouse
Common Stock								10	I	David P. Dietz U/IN/UTMA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$6.63	05/27/2004		M			21,000	04/26/1996	04/26/2005	Common Stock	21,000	$0	0	D

Explanation of Responses:

1. This transaction was executed pursuant to a trading plan entered into by the Reporting Person on May 11, 2004 in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

2. Includes shares acquired by the reporting person under the Company's Dividend Reinvestment and Stock Purchase Plan through May 31, 2004.

Remarks:

	By: Jean K. Traub (POA on File)	06/01/2004
	** 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., Frank R.
Borchert, III, Jean K. Traub and Gary L. Perlin, and 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 and 5;

(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; and

(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.

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 requisite,
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 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 18th day of September, 2003.


					/s/ W. Ronald Dietz


	ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF VIRGINIA       )
					)      ss.
CITY/COUNTY OF FAIRFAX  )


The foregoing instrument was acknowledged before me this 18th day of
September, 2003, by W. Ronald Dietz.

					/s/ Francine D. Tuck
					Notary Public
					Commissioned as: Francine D. Minnich

(SEAL)

My commission expires October 31, 2003.