Sec Form 4 Filing - LaPrade,III Frank G. @ CAPITAL ONE FINANCIAL CORP - 2016-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LaPrade,III Frank G. 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 Enterprise Srvcs Officer (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2016 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 18,725 A $ 0 86,287 D Common Stock 707 ( 2 ) I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 3 ) 02/04/2016 A 10,341 ( 4 ) ( 5 ) ( 5 ) Common Stock 10,341 ( 4 ) $ 0 10,341 D Restricted Stock Units $ 0 ( 6 ) 02/04/2016 A 11,565 02/15/2017( 6 ) 02/15/2017( 6 ) Common Stock 11,565 $ 0 11,565 D Stock Options $ 63.73 02/04/2016 A 32,420 ( 7 ) 02/03/2026 Common Stock 32,420 $ 0 32,420 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LaPrade,III Frank G. 1680 CAPITAL ONE DRIVE MCLEAN, VA22102 Chief Enterprise Srvcs Officer Signatures Cleo Belmonte (POA on file) 02/08/2016 Signature of Reporting Person Date

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 )Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the latest 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 377 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: poalaprade.txt

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