Prospectus exerpt:  Capital One Capital II, a Delaware statutory trust, will offer for sale the 7.50% enhanced trust preferred securities (the “Enhanced TRUPS”), each with a $25 liquidation amount, representing undivided preferred beneficial interests in its assets, and will sell to Capital One Financial Corporation common securities representing undivided common beneficial interests in its assets. The trust will use the proceeds from the sale of the Enhanced TRUPS and its common securities to buy an equal principal amount of 7.50% Capital One Financial Corporation junior subordinated debt securities with a maturity date of June 15, 2066. Distributions on the Enhanced TRUPS will be payable quarterly in arrears, commencing on September 15, 2006.

Application will be made to list the Enhanced TRUPS on the New York Stock Exchange. If approved for listing, we expect the Enhanced TRUPS will begin trading on the New York Stock Exchange within 30 days after they are first issued.

We can defer interest payments on the junior subordinated debt securities to be owned by the trust as described in this prospectus supplement. If we defer interest payments, the trust also will defer distribution payments on the Enhanced TRUPS. Additional distributions on the Enhanced TRUPS will accumulate on the deferred distributions at an annual rate equal to 7.50%, compounded quarterly, to the extent permitted by law. If we have deferred interest payments on the junior subordinated debt securities for a period of more than five consecutive years, we will be required to use commercially reasonable efforts to sell our common stock or, at our option, certain qualified preferred stock, and to pay interest on the junior subordinated debt securities only from the net proceeds of those sales of securities.