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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1. Name and Address of Reporting Person * FAIRBANK RICHARD D   2. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [COF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chair, CEO and President (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 02/02/2017   M(1)   563 A $ 86.34 2,591,329 D   Common Stock 02/02/2017   M(2)   402 A $ 86.34 2,591,731 D   Common Stock 02/02/2017   F(1)   563 D $ 86.34 2,591,168 D   Common Stock 02/02/2017   F(2)   402 D $ 86.34 2,590,766 D   Common Stock 02/02/2017   F(3)   335 D $ 86.34 2,590,431 D   Common Stock 02/02/2017   F(4)   394 D $ 86.34 2,590,037 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

2015 Restricted Stock Units

$ 0 (1)

02/02/2017

M(1)

563

02/15/2018

02/15/2018

Common Stock

563

$ 0

38,214

D

2016 Restricted Stock Units

$ 0 (2)

02/02/2017

M(2)

402

02/15/2019

02/15/2019

Common Stock

402

$ 0

27,607

D

2017 Restricted Stock Units

$ 0 (5)

02/02/2017

A

20,675

02/15/2020

02/15/2020

Common Stock

20,675

$ 0

20,675

D

Stock Options

$ 86.34

02/02/2017

A

81,486

02/15/2020

02/02/2027

Common Stock

81,486

$ 0

81,486

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRBANK RICHARD D 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102	X		Chair, CEO and President

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)	Represents the automatic withholding of restricted stock units granted in January 2015 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(2)	Represents the automatic withholding of restricted stock units granted in February 2016 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(3)	Represents shares automatically withheld in connection with restricted stock units granted in January 2015 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(4)	Represents shares automatically withheld in connection with restricted stock units granted in February 2016 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(5)	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.

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