On May 22, 2009, Capital One Financial Corporation (the "Company") closed the public offering of $1,000,000,000 aggregate principal amount of the Company's 7.375% Senior Notes Due 2014 (the "Notes"), pursuant to an Underwriting Agreement dated May 19, 2009, among the Company, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the underwriters named in Schedule I thereto (collectively, the "Underwriters"). The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 (the "Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Indenture Trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-159085).

The foregoing description of the Notes and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits

Exhibit   Description
1.1       Underwriting Agreement dated May 19, 2009, among Capital One Financial
          Corporation, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
          Inc., as the representatives of the Underwriters

4.1       Specimen 7.375% Senior Note Due 2014

5.1       Opinion of Gibson, Dunn & Crutcher LLP