Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Witter Jonathan W.
   2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [COF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Retail Banking
(Last)
(First)
(Middle)
1680 CAPITAL ONE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2017
(Street)

MCLEAN, VA 22102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 02/02/2017   A   13,702 A $ 0 104,730 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2017 Restricted Stock Units $ 0 (3) 02/02/2017   A   7,931 (4)     (5)   (5) Common Stock 7,931 (4) $ 0 7,931 D  
Restricted Stock Units $ 0 (6) 02/02/2017   A   8,479   02/15/2018(6) 02/15/2018(6) Common Stock 8,479 $ 0 8,479 D  
Stock Options $ 86.34 02/02/2017   A   24,482     (7) 02/02/2027 Common Stock 24,482 $ 0 24,482 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Witter Jonathan W.
1680 CAPITAL ONE DRIVE
MCLEAN, VA 22102		       President, Retail Banking  

Signatures

 Cleo Belmonte (POA on file)   02/06/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2018 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.
(2) Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.
(3) Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.
(4) This award is reported net of 293 units automatically withheld by the Company to satisfy the reporting person's tax obligation.
(5) These restricted stock units will vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.
(6) Each restricted stock unit will vest on January 1, 2018 and will be settled in cash on February 15, 2018 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date.
(7) This option becomes exercisable in 1/3 increments beginning on February 15, 2018 and annually thereafter.

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