EXHIBIT 3.1.2



                          CERTIFICATE OF AMENDMENT OF

                     RESTATED CERTIFICATE OF INCORPORATION

                     OF CAPITAL ONE FINANCIAL CORPORATION


It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation")
             is Capital One Financial Corporation.

          2. The Restated Certificate of Incorporation of the Corporation is
             hereby amended by replacing Paragraph (A) of Article IV in its
             entirety to read as follows:

               "(A) Authorized Stock.. The Corporation shall be authorized to
               issue 1,050,000,000 shares of capital stock, of which
               1,000,000,000 shares shall be shares of Common Stock, $.01 par
               value ("Common Stock") and 50,000,000 shares shall be shares of
               Preferred Stock, $.01 par value ("Preferred Stock")."

          3. The amendment of the Restated Certificate of Incorporation herein
             certified has been duly adopted in accordance with the provisions
             of Section 242 of the General Corporation Law of the State of
             Delaware.


Signed on this 27/th/ day of April, 2000.


                                     CAPITAL ONE FINANCIAL CORPORATION

                                     /s/ John G. Finneran, Jr.
                                     ___________________________________________
                                     By:  John G. Finneran, Jr.
                                          Senior Vice President, General Counsel
                                          and Corporate Secretary