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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
