content: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  OMB APPROVAL
  OMB Number: 3235-
  0101
  Expires: December
  31, 2007
  Estimated average
  burden
  hours per response
  ........  4.47
  FORM 144
  SEC USE ONLY
  DOCUMENT SEQUENCE
  NO.
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  CUSIP NUMBER
  ATTENTION: Transmit for filing 3 copies of this
  form concurrently with either placing an
  order with a broker to execute sale
  or executing a sale directly with a market maker.
  WORK LOCATION
  
  1 (a) NAME OF ISSUER (Please type or print)
  Capital One Financial Corporation
  (b) IRS
  IDENT. NO.
  54-1719854
  (c) S.E.C.
  FILE NO.
  1-13300
  Telephone
  1 (d) ADDRESS OF ISSUER
  STREET
  CITY STATE ZIP CODE
  
  1680 Capital One Drive
  McLean, VA 22102
  703 ? 720-1000
  2 (a) NAME OF PERSON FOR WHOSE
  ACCOUNT THE SECURITIES ARE TO BE
  SOLD
  Jory A. Berson
  (B) IRS RESIDENT NO.
  
  N/A
   (C ) RELATIONSHIP TO ISSUER
  
  PRESIDENT, U.S. CARD
  (D) ADDRESS
  1680 CAPITAL ONE DRIVE ,
  MCLEAN VA 22102
  
  Title of
  the Class
  of
  Securities
  to be sold
  Name and Address of
  Each Broker Through
  Whom the Securities are
  to  Offered or Each
  Market Maker who is
  Acquiring the
  Securities
  SEC USE
  Only
  Broker-
  Dealer
  File
  Number
  Number
  of
  Shares
  or Other
  Units to
  be Sold
  Aggregate
  Market Value
  Number of
  Shares or
  Other Units
  Outstanding
  Approximate
  Date of
  Sale
  Name of
  Each
  Securities
  Exchange
  Common
  Stock
  E*Trade Financial
  1095 White Rock Road
  Rancho Cordova, VA
  95670
  
  30,293
  $2,485,843.58
  @2/16/2007
  304,754,446
  @10/31/2006
  Various
  pursuant to
  10b5-1 Plan
  NYSE
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  INSTRUCTIONS:
  1. (a) Name of issuer
  (b) Issuer?s I.R.S. Identification Number
  (c) Issuer?s S.E.C. file number, if any
  (d) Issuer?s address, including zip code
  (e) Issuer?s telephone number, including area code
  2. (a) Name of person for whose account the
  securities are to be sold
  (b) Such person?s I.R.S. identification number, if
  such person is an entity
  (c) Such person?s relationship to the issuer (e.g.,
  officer, director, 10%
  stockholder, or member of immediate family of any of
  the foregoing)
  (d) Such person?s address, including zip code
  
  3. (a) Title of the class of securities to be sold
  (b) Name and address of each broker through whom the
  securities are intended to be sold
  (c) Number of shares or other units to be sold (if debt
  securities, give the aggregate face amount)
  (d) Aggregate market value of the securities to be sold as
  of a specified date within 10 days prior to the filing of
  this notice
  (e) Number of shares or other units of the class
  outstanding, or if debt securities the face amount thereof
  outstanding, as shown
  by the most recent report or statement published by the
  issuer
  (f) Approximate date on which the securities are to be
  sold
  (g) Name of each securities exchange, if any, on which the
  securities are intended to be sold
  
  Potential persons who are to respond to the collection
  of information contained in this form are not
  required to respond unless the form displays a
  currently valid OMB control number.
  SEC 1147 (01-04)
  
  
  
  
  
  TABLE I ?? SECURITIES TO BE SOLD
  Furnish the following information with respect to
  the acquisition of the securities to be sold
  and with respect to the payment of all or any
  part of the purchase price or other consideration therefore:
  
  Title of
  the Class
  Date you
  Acquired
  Nature of
  Acquisition
  Transaction
  Name of Person from Whom
  Acquired
  (If gift, also give date
  donor acquired)
  Amount of
  Securities
  Acquired
  Date of
  Payment
  Nature of
  Payment
  Common
  Stock
  Various
  Exercise of Options
  (All underlying
  shares are
  registered on Form
  S-8)
  
  Vesting of
  Restricted Stock
  Capital One Financial
  Corporation
  30,293
  Various
  Cashless
  Exercise
  for Options
  ------
  Vesting of
  Restricted
  Stock
  granted by
  Issuer
  INSTRUCTIONS :	If the securities were purchased and full
  payment therefore was not made in cash at
         the time of purchase, explain in the table or
  in a note thereto the nature of the
         consideration given. If the consideration
  consisted of any note or other obligation,
         or if payment was made in installments describe
  the arrangement and state when
         the note or other obligation was
  discharged in full or the last installment paid..
  
  TABLE II ?? SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities
  of the issuer sold during the past 3 months by the
  person for whose account the securities are to be sold.
  
  Name and Address of Seller
  Title of Securities
  Sold
  Date of
  Sale
  Amount of
  Securities
  Sold
  Gross
  Proceeds
  Jory A. Berson
  1680 Capita One Drive
  McLean, VA 22102
  Common Stock
  12/15/2006
  2,117
  $163,326.55
  
  
  REMARKS: The shares being covered by this Form 144
  are being sold pursuant to a 10b5-1 sales plan dated as
  of February 1, 2007, and the representation below
  regarding the seller?s knowledge of material information
  speaks as of that plan?s adoption date.
  
  
  
  INSTRUCTIONS:
  See the definition of ?person? in paragraph (a) of
  Rule 144. Information is to be given not only as to
  the person for whose account the securities are to be
  sold but also as to all other persons included in
  that definition. In addition, information shall be
  given as to sales by all persons whose sales are
  required by paragraph (e) of Rule 144 to be
  aggregated with sales for the account of the person
  filing
  this notice.
  ATTENTION:
  The person for whose account the securities to which
  this notice relates are to be sold hereby represents
  by signing this notice that he does not know any
  material adverse information in regard to the current
  and prospective operations of the Issuer of the
  securities to be sold which has not been publicly
  disclosed.
  Date of Notice : February 20, 2007
  (Signature)       S./  Jory A. Berson
  
  
  
  The notice shall be signed by the person for whose
  account the securities are to be sold. At least one copy
  of the notice shall be manually signed.
  Any copies not manually signed shall bear typed or
  printed signatures.
  
  ATTENTION: Intentional misstatements or omission of
  facts constitute Federal Criminal Violations (See 18
  U.S.C. 1001)
metadata_documents: [{"type": "144", "sequence": "1", "filename": "bersonfeb2007.txt", "description": "F144 FOR 10B5-1 PLAN", "secsgml_size_bytes": 6066}]
text: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  OMB APPROVAL
  OMB Number: 3235-
  0101
  Expires: December
  31, 2007
  Estimated average
  burden
  hours per response
  ........  4.47
  FORM 144
  SEC USE ONLY
  DOCUMENT SEQUENCE
  NO.
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  CUSIP NUMBER
  ATTENTION: Transmit for filing 3 copies of this
  form concurrently with either placing an
  order with a broker to execute sale
  or executing a sale directly with a market maker.
  WORK LOCATION
  
  1 (a) NAME OF ISSUER (Please type or print)
  Capital One Financial Corporation
  (b) IRS
  IDENT. NO.
  54-1719854
  (c) S.E.C.
  FILE NO.
  1-13300
  Telephone
  1 (d) ADDRESS OF ISSUER
  STREET
  CITY STATE ZIP CODE
  
  1680 Capital One Drive
  McLean, VA 22102
  703 ? 720-1000
  2 (a) NAME OF PERSON FOR WHOSE
  ACCOUNT THE SECURITIES ARE TO BE
  SOLD
  Jory A. Berson
  (B) IRS RESIDENT NO.
  
  N/A
   (C ) RELATIONSHIP TO ISSUER
  
  PRESIDENT, U.S. CARD
  (D) ADDRESS
  1680 CAPITAL ONE DRIVE ,
  MCLEAN VA 22102
  
  Title of
  the Class
  of
  Securities
  to be sold
  Name and Address of
  Each Broker Through
  Whom the Securities are
  to  Offered or Each
  Market Maker who is
  Acquiring the
  Securities
  SEC USE
  Only
  Broker-
  Dealer
  File
  Number
  Number
  of
  Shares
  or Other
  Units to
  be Sold
  Aggregate
  Market Value
  Number of
  Shares or
  Other Units
  Outstanding
  Approximate
  Date of
  Sale
  Name of
  Each
  Securities
  Exchange
  Common
  Stock
  E*Trade Financial
  1095 White Rock Road
  Rancho Cordova, VA
  95670
  
  30,293
  $2,485,843.58
  @2/16/2007
  304,754,446
  @10/31/2006
  Various
  pursuant to
  10b5-1 Plan
  NYSE
  
  INSTRUCTIONS:
  1. (a) Name of issuer
  (b) Issuer?s I.R.S. Identification Number
  (c) Issuer?s S.E.C. file number, if any
  (d) Issuer?s address, including zip code
  (e) Issuer?s telephone number, including area code
  2. (a) Name of person for whose account the
  securities are to be sold
  (b) Such person?s I.R.S. identification number, if
  such person is an entity
  (c) Such person?s relationship to the issuer (e.g.,
  officer, director, 10%
  stockholder, or member of immediate family of any of
  the foregoing)
  (d) Such person?s address, including zip code
  
  3. (a) Title of the class of securities to be sold
  (b) Name and address of each broker through whom the
  securities are intended to be sold
  (c) Number of shares or other units to be sold (if debt
  securities, give the aggregate face amount)
  (d) Aggregate market value of the securities to be sold as
  of a specified date within 10 days prior to the filing of
  this notice
  (e) Number of shares or other units of the class
  outstanding, or if debt securities the face amount thereof
  outstanding, as shown
  by the most recent report or statement published by the
  issuer
  (f) Approximate date on which the securities are to be
  sold
  (g) Name of each securities exchange, if any, on which the
  securities are intended to be sold
  
  Potential persons who are to respond to the collection
  of information contained in this form are not
  required to respond unless the form displays a
  currently valid OMB control number.
  SEC 1147 (01-04)
  
  TABLE I ?? SECURITIES TO BE SOLD
  Furnish the following information with respect to
  the acquisition of the securities to be sold
  and with respect to the payment of all or any
  part of the purchase price or other consideration therefore:
  
  Title of
  the Class
  Date you
  Acquired
  Nature of
  Acquisition
  Transaction
  Name of Person from Whom
  Acquired
  (If gift, also give date
  donor acquired)
  Amount of
  Securities
  Acquired
  Date of
  Payment
  Nature of
  Payment
  Common
  Stock
  Various
  Exercise of Options
  (All underlying
  shares are
  registered on Form
  S-8)
  
  Vesting of
  Restricted Stock
  Capital One Financial
  Corporation
  30,293
  Various
  Cashless
  Exercise
  for Options
  ------
  Vesting of
  Restricted
  Stock
  granted by
  Issuer
  INSTRUCTIONS :	If the securities were purchased and full
  payment therefore was not made in cash at
         the time of purchase, explain in the table or
  in a note thereto the nature of the
         consideration given. If the consideration
  consisted of any note or other obligation,
         or if payment was made in installments describe
  the arrangement and state when
         the note or other obligation was
  discharged in full or the last installment paid..
  
  TABLE II ?? SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities
  of the issuer sold during the past 3 months by the
  person for whose account the securities are to be sold.
  
  Name and Address of Seller
  Title of Securities
  Sold
  Date of
  Sale
  Amount of
  Securities
  Sold
  Gross
  Proceeds
  Jory A. Berson
  1680 Capita One Drive
  McLean, VA 22102
  Common Stock
  12/15/2006
  2,117
  $163,326.55
  
  REMARKS: The shares being covered by this Form 144
  are being sold pursuant to a 10b5-1 sales plan dated as
  of February 1, 2007, and the representation below
  regarding the seller?s knowledge of material information
  speaks as of that plan?s adoption date.
  
  INSTRUCTIONS:
  See the definition of ?person? in paragraph (a) of
  Rule 144. Information is to be given not only as to
  the person for whose account the securities are to be
  sold but also as to all other persons included in
  that definition. In addition, information shall be
  given as to sales by all persons whose sales are
  required by paragraph (e) of Rule 144 to be
  aggregated with sales for the account of the person
  filing
  this notice.
  ATTENTION:
  The person for whose account the securities to which
  this notice relates are to be sold hereby represents
  by signing this notice that he does not know any
  material adverse information in regard to the current
  and prospective operations of the Issuer of the
  securities to be sold which has not been publicly
  disclosed.
  Date of Notice : February 20, 2007
  (Signature)       S./  Jory A. Berson
  
  The notice shall be signed by the person for whose
  account the securities are to be sold. At least one copy
  of the notice shall be manually signed.
  Any copies not manually signed shall bear typed or
  printed signatures.
  
  ATTENTION: Intentional misstatements or omission of
  facts constitute Federal Criminal Violations (See 18
  U.S.C. 1001)