On May 11, 2009, Capital One Financial Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. as underwriter, pursuant to which the Company agreed to issue and sell 56,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $27.75 per share in an underwritten public offering (the "Offering"). As part of the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 8,400,000 shares of Common Stock. The net proceeds of the Offering, after underwriting discounts and commissions and before giving effect to the over-allotment option, if exercised, will be approximately $1.51 billion.

In connection with the Offering, the Company and certain of its officers and directors have agreed to enter into 75-day "lock-up" agreements in substantially the form included in the Underwriting Agreement and subject to customary exceptions.

The Offering is only being made under a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-159085).

The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Company hereby furnishes the information in Exhibit 99.1 hereto, Capital One Announces Public Offering of 56 Million Shares of Common Stock, and in Exhibit 99.2 hereto, Capital One Financial Corporation Announces Pricing of Common Share Offering.

(d) Exhibits

Exhibit    Description
    1.1    Underwriting Agreement dated May 11, 2009, among Capital One Financial
           Corporation and Barclays Capital Inc. as Underwriter

    5.1    Opinion of Gibson, Dunn & Crutcher LLP

   99.1    Press Release issued by the Company, dated May 11, 2009

   99.2    Press Release issued by the Company, dated May 11, 2009