Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a provision of the Code of Ethics

On September 30, 2008, the Chief Human Resources Officer of Capital One Financial Corporation (the "Company") approved certain amendments to the Company's Code of Business Conduct and Ethics (the "Code"), which applies to all of its directors, officers and employees.

The Code was amended to define or further describe: the duties, obligations, and responsibilities of all individuals subject to the Code with respect to the use of Company information, records and equipment; the Company's practices with respect to the monitoring of electronic communications; the requirements of and penalties under the Foreign Corrupt Practices Act; and the application of Equal Employment and Affirmative Action principles, among other things.

The full text of the amended Code will be made available free of charge through the corporate governance page of the Company's website at www.capitalone.com/about/. We also intend to disclose any amendments to or waivers of the Code on our website.

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