On August 5, 2009, Capital One Financial Corporation ("Capital One" or the "Company"), and Capital One Capital V, a statutory trust formed under the laws of the State of Delaware (the "Trust"), closed the public offering of $1,000,000,000 aggregate liquidation amount of the Trust's 10.25% Cumulative Trust Preferred Securities (the "Trust Preferred Securities"), representing preferred beneficial interests in the Trust, pursuant to an Underwriting Agreement dated July 29, 2009, among the Company, the Trust and J.P. Morgan Securities Inc., Banc of America Securities LLC and Morgan Stanley & Co. Incorporated as representatives (the "Representatives") of the underwriters named in Schedule I thereto (collectively, the "Underwriters"). The Trust Preferred Securities are guaranteed on a subordinated basis by the Company pursuant to a Guarantee Agreement (the "Guarantee") between the Company and The Bank of New York Mellon, as Guarantee Trustee. The proceeds from the sale of the Trust Preferred Securities, together with the proceeds from the sale by the Trust of its common securities, were invested by the Trust in 10.25% Junior Subordinated Debt Securities due 2039 (the "Junior Subordinated Debt Securities"), issued pursuant to a Junior Subordinated Indenture dated June 6, 2006, as supplemented by the Fourth Supplemental Indenture dated August 5, 2009 (the "Indenture"), between the Company and The Bank of New York Mellon, as Indenture Trustee. The Trust Preferred Securities, the Junior Subordinated Debt Securities and the Guarantee have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-159085).

On August 5, 2009, in connection with the issuance of the Trust Preferred Securities, Gibson, Dunn & Crutcher LLP rendered an opinion regarding certain tax matters. A copy of that opinion is attached as Exhibit 8.1 to this report.

The foregoing description of the Trust Preferred Securities, the Junior Subordinated Debt Securities 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 July 29, 2009, among Capital One Financial
            Corporation, Capital One Capital V and J.P. Morgan Securities Inc., Banc
            of America Securities LLC and Morgan Stanley & Co. Incorporated, as
            Representatives of the Underwriters

 4.1        Indenture dated June 6, 2006 between Capital One Financial Corporation
            and The Bank of New York Mellon as Indenture Trustee (incorporated
            herein by reference to Exhibit 4.1 of the Form 8-K filed on June 12,
            2006)

 4.2        Fourth Supplemental Indenture dated August 5, 2009 between Capital One
            Financial Corporation and The Bank of New York Mellon as Indenture
            Trustee

 4.3        Amended and Restated Declaration of Trust of Capital One Capital V dated
            August 5, 2009 between Capital One Financial Corporation as Sponsor, The
            Bank of New York Mellon Trust Company, N.A. as Institutional Trustee,
            BNY Mellon Trust of Delaware as Delaware Trustee and the Administrative
            Trustees named therein

 4.4        Guarantee Agreement dated August 5, 2009 between Capital One Financial
            Corporation and The Bank of New York Mellon as Guarantee Trustee

 4.5        Specimen Trust Preferred Security Certificate (included as part of
            Exhibit 4.3)

 4.6        Specimen Junior Subordinated Debt Security (included as part of Exhibit
            4.2)

 5.1(a)     Opinion of Gibson, Dunn & Crutcher LLP

 5.1(b)     Opinion of Richards, Layton & Finger, P.A.

 8.1        Opinion of Gibson, Dunn & Crutcher LLP dated August 5, 2009, regarding
            certain tax matters