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 OF SECURITIES 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 * SCHNALL PETER A   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) Executive Vice President (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (Street) MCLEAN, VA 22102 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/02/2005   M   80,018 A $ 48.54 160,523 D   Common Stock 05/02/2005   M   19,200 A $ 34.13 179,723 D   Common Stock 05/02/2005   S   80,018 D $ 71.5 99,705 D   Common Stock 05/02/2005   S   19,200 D $ 71.5 80,505 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Employee Stock Option (Right to Buy) (2)

$ 78.82

02/01/2005

A

498

08/01/2005

12/13/2011

Common Stock

498

$ 0

1,268

D

Employee Stock Option (Right to Buy)

$ 48.54

05/02/2005

M

80,018

(3)

10/18/2006

Common Stock

80,018

$ 48.54

8,772

D

Employee Stock Option (Right to Buy)

$ 34.13

05/02/2005

M

19,200

(4)

12/06/2012

Common Stock

19,200

$ 34.13

16,271

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHNALL PETER A 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102			Executive Vice President

Signatures

By: Polly A. Nyquist (POA on File)		05/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes shares acquired by the reporting person under the Company's Associate Stock Purchase Plan since the last reported transaction.
(2)	This form amends the original Form 4 filed on February 3, 2005, on which a reload grant for 1268 shares was incorrectly undereported by 498 shares.
(3)	This option becomes exercisable in 33 1/3% increments beginning on October 18, 2002 and annually from that date thereafter.
(4)	This option becomes exercisable in 33 1/3% increments beginning on December 6, 2003 and annually from that date thereafter.

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