FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   BOYDSTUN J HERBERT 2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2005 3. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [COF] (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MCLEAN, VA 22102 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) 37,929 D   Common Stock (1) 1,077 I By ESOP account (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy) (3)	11/16/2005	01/28/2012	Common Stock	11,850	$ 47.35	D	Â
Employee Stock Option (Right to Buy) (3)	11/16/2005	01/27/2013	Common Stock	28,440	$ 48.86	D	Â
Employee Stock Option (Right to Buy) (3)	11/16/2005	01/26/2014	Common Stock	49,296	$ 61.27	D	Â
Employee Stock Optioni (Right to Buy) (3)	11/16/2005	01/24/2015	Common Stock	49,296	$ 69.49	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BOYDSTUN J HERBERT 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102	Â	Â	  Executive Vice President	Â

Signatures

By: Frederick L. Williams (POA on file)		11/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2005, as amended by Amendment No.1, dated as of September 6, 2005 (the ''Merger Agreement''), between Capital One Financial Corporation (''Capital One'') and Hibernia Corporation (''Hibernia''), at the effective time of the merger on November 16, 2005, each outstanding share of Hibernia common stock was converted into the right to receive either .3792 shares of Capital One common stock or $30.46 in cash, at each stockholder's election and subject to proration as described in the Merger Agreeement. The amounts of Capital One common stock disclosed were received by the reporting person in consideration for his Hibernia common stock holdings, according to the proration calculations completed on November 23, 2005 and disclosed in the final results of elections regarding merger consideration filed by Capital One on Form 8-K on the same date.
(2)	Represents the number of shares beneficially owned by the reporting person through his Hibernia Employee Stock Ownership Plan (''ESOP'') account held by such plan's record keeper for Capital One.
(3)	Pursuant to the Merger Agreement, at the effective time of the merger on November 16, 2005, each outstanding option to purchase Hibernia common stock was converted into an option to purchase Capital One common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Hibernia options by .3792 and the exercise price was adjusted by dividing the Hibernia exercise price by .3792.

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