Filed under Rule 433
File Nos. 333-133943 and 333-133943-02


July 26, 2006







   Capital One Capital III (the “Trust”), a Delaware statutory trust, the sole asset of which will be junior subordinated debt securities issued by Capital One Financial Corporation (“Capital One”). Capital One will own all common securities of the Trust.


   Capital One Financial Corporation


   7.686% Capital Securities

Legal Format:

   SEC Registered



Liquidation Amount:

   $1,000 per capital security


   7.686% until Scheduled Maturity Date


   14042BAA4 / US14042BAA44



Moody’s Investors Service: Baa3

Standard & Poor’s: BB+

Fitch: BBB-

Settlement Date:

   August 1, 2006 (T+4)

Scheduled Maturity Date:

   August 15, 2036

Final Repayment Date:

   August 1, 2066

Interest Payment Dates:

   Paid semi-annually on each February 15 and August 15, commencing February 15, 2007, until Scheduled Maturity Date

Reference Treasury Benchmark Yield:

   5.186% (5.375% due February 15, 2031)

Spread to Benchmark Treasury:

   250 basis points (2.50%)

Day Count Convention:

   30/360, until Scheduled Maturity Date

Interest Rate after Scheduled Maturity Date:

   One-month LIBOR plus 2.95% payable the 15th day of each calendar month based on Actual/360

Redemption at Par:

   Anytime after Scheduled Maturity Date

Make-Whole prior to Scheduled Maturity Date:

   Discounted present value of Treasury plus 37.5 basis points

Redemption for Tax Event:

   Greater of par and discounted present value of Treasury plus 75 basis points.

Deferral Provision:

   The Trust will defer payments on the 7.686% Capital Securities for up to 10 years if Capital One defers payments on the underlying junior subordinated debt securities. Payments cannot be deferred beyond the maturity date of the junior subordinated debt securities on August 1, 2066. Any deferred payments will accrue additional interest at the then applicable rate, compounded on each interest payment date.

Replacement Capital Covenant:

   A replacement capital covenant will apply until August 1, 2056. The dates referred to in the prospectus supplement on which the “applicable percentage” and the types of securities that constitute “qualifying capital securities” (as therein defined) will change are August 1, 2016 and August 1, 2036.

Public Offering Price:



Underwriting Commissions:






Use of Proceeds:

   To finance in part the acquisition of North Fork Bancorporation, Inc. and for general corporate purposes.






Sole Structuring Advisor and Joint Bookrunner:

   J.P. Morgan Securities Inc.

Joint Bookrunners:

   Citigroup Global Markets Inc. and Lehman Brothers Inc.


   Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC


   Liquidation Amount                

J.P. Morgan Securities Inc.

   $ 162,500,000

Citigroup Global Markets Inc.

   $ 162,500,000

Lehman Brothers Inc.

   $ 162,500,000

Banc of America Securities LLC

   $ 40,625,000

Barclays Capital Inc.

   $ 40,625,000

Deutsche Bank Securities Inc.

   $ 40,625,000

Wachovia Capital Markets, LLC

   $ 40,625,000                          


   $ 650,000,000


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.


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