---

# SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---

# FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934
                                   For the quarterly period ended March 31, 2005

# Commission
File Number: 001-12477

# CHEVY CHASE
PREFERRED CAPITAL CORPORATION

`Maryland                                      52-1998335
                     (State or other jurisdiction of                       (I.R.S. Employer
                     incorporation or organization)                       Identification No.)`

# 7501 Wisconsin Avenue
Bethesda, Maryland  20814
(Address of principal executive office) (Zip Code)

# (301) 987-2265(Registrant's telephone number, including area code)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes _X_  No ___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
 Yes ___  No _X_

The number of shares
outstanding of the registrants sole class of common stock was 100 shares,
$1.00 par value per share, as of April 15, 2005. All of such shares were owned
by Chevy Chase Bank; therefore, no common stock was held by non-affiliates.

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# CHEVY CHASE
PREFERRED CAPITAL CORPORATION

# TABLE OF
CONTENTS

# PART I - FINANCIAL
INFORMATION

`Page

Item 1. Financial Statements::...................................................................... 1
         (a)      Statements of Financial Condition as of March 31, 2005 and
                    December 31, 2004................................................................2
         (b)      Statements of Operations for the Three Months Ended
                    March 31, 2005 and 2004 .........................................................3
         (c)      Statement of Stockholders' Equity for the Three Months
                    Ended March 31, 2005.............................................................4
         (d)      Statements of Cash Flows for the Three Months Ended
                    March 31, 2005 and 2004 .........................................................5
         (e)      Notes to Financial Statements......................................................6

Item 2.  Managements Discussion and Analysis of Financial
          Condition and Results of Operations........................................................8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.................................10

Item 4.  Controls and Procedures....................................................................11`

# PART II  OTHER INFORMATION

`Item 1.  Legal Proceedings..........................................................................12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds................................12

Item 3.  Defaults Upon Senior Securities............................................................12

Item 4.  Submission of Matters to a Vote of Security Holders........................................12

Item 5.  Other Information..........................................................................12

Item 6.  Exhibits...................................................................................12`

---

# PART I

## ITEM 1.
Financial Statements

The following unaudited
financial statements and notes of Chevy Chase Preferred Capital Corporation (the
Company) have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information. In
the opinion of management, all adjustments necessary for a fair presentation of
the financial position and the results of operations for the interim period
presented have been included. These unaudited financial statements and notes
should be read in conjunction with the Companys financial statements and
notes for the year ended December 31, 2004 included in the Companys Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
29, 2005 (the 2004 10-K).

---

# CHEVY CHASE
PREFERRED CAPITAL CORPORATION
STATEMENTS OF FINANCIAL CONDITION

`March 31,              December 31,
                                                                  2005                     2004
                                                          ----------------------   ----------------------
                                                               (Unaudited)
                                                    ASSETS

Cash and interest-bearing deposits                               $    3,770,426           $    2,318,102
Residential mortgage loans (net of allowance for
   losses of $40,333 for both periods)                              374,067,391              374,458,643
Accounts receivable from parent                                         404,297                1,591,546
Accrued interest receivable                                           1,424,326                1,346,764
Prepaid expenses                                                         44,762                    5,000
                                                          ----------------------   ----------------------
         Total assets                                           $   379,711,202          $   379,720,055
                                                          ======================   ======================

                                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loan payable to parent                                          $    75,000,000          $    75,000,000
Accrued interest payable to parent                                      228,625                   81,500
Accounts payable to others and accrued expenses                          31,138                   41,063
Dividends payable to parent                                                   -                  700,000
Dividends payable to others                                           3,890,625                3,890,625
                                                          ----------------------   ----------------------
    Total liabilities                                                79,150,388               79,713,188
                                                          ----------------------   ----------------------

Stockholders' Equity:
Preferred Stock, 10,000,000 shares authorized:
  10 3/8% Noncumulative Exchangeable Preferred Stock,
  Series A, $5 par value, 3,000,000 shares issued and
  outstanding(liquidation value of $150,000,000 plus
  accrued and unpaid dividends)                                      15,000,000               15,000,000
Common stock, $1 par value, 1,000 shares authorized, 100
  shares issued and outstanding                                             100                      100
Capital contributed in excess of par                                284,999,900              284,999,900
Retained earnings                                                       560,814                    6,867
                                                          ----------------------   ----------------------
Total stockholders' equity                                          300,560,814              300,006,867
                                                          ----------------------   ----------------------
         Total liabilities and stockholders' equity             $   379,711,202          $   379,720,055
                                                         ======================    ======================`

---

# CHEVY CHASE
PREFERRED CAPITAL CORPORATIONSTATEMENTS OF OPERATIONS(Unaudited)

`Three Months Ended
                                                                     March 31,
                                                   ----------------------------------------------
                                                           2005                      2004
                                                   --------------------      --------------------
Interest Income
  Residential mortgage loans                         $   5,383,940              $  4,353,480
  Other                                                      3,832                     1,716
                                                   --------------------      --------------------
      Total interest income                              5,387,772                 4,355,196
   Interest expense                                        638,542                         -
                                                   --------------------      --------------------
      Total operating income                             4,749,230                 4,355,196
                                                   --------------------      --------------------

Operating Expenses
   Loan servicing fees - parent                            232,805                   156,244
   Advisory fees - parent                                   50,000                    50,000
   Directors' fees                                           8,000                     9,500
   General and administrative                               13,853                    35,195
                                                   --------------------      --------------------
Total operating expenses                                   304,658                   250,939
                                                   --------------------      --------------------

NET INCOME                                           $   4,444,572              $  4,104,257
                                                    ====================      ====================

PREFERRED STOCK DIVIDENDS                                3,890,625                 3,890,625
                                                    --------------------      --------------------


EARNINGS AVAILABLE TO
   COMMON STOCKHOLDER                                $     553,947               $   213,632
                                                     ====================      ====================
AVERAGE COMMON SHARES                                          100                       100
                                                     ====================      ====================
EARNINGS PER COMMON SHARE                            $    5,539.47              $   2,136.32
                                                     ====================      ====================`

---

# CHEVY CHASE
PREFERRED CAPITAL CORPORATIONSTATEMENTS OF STOCKHOLDERS' EQUITY(Unaudited)

`Capital
                                                             Contributed
                                 Preferred      Common       In Excess        Retained       Stockholders'
                                   Stock        Stock         of Par          Earnings           Equity
                              -------------- ----------- ---------------- ---------------- ----------------

Balance, December 31, 2004     $ 15,000,000     $   100    $ 284,999,900     $    6,867      $ 300,006,867

Net income                                -           -                -      4,444,572          4,444,572

Dividends on 10 3/8%
  Noncumulative Exchangeable
  Preferred Stock, Series A               -           -                -     (3,890,625)        (3,890,625)
                              -------------- ----------- ---------------- ---------------- ----------------

Balance, March 31, 2005        $ 15,000,000     $   100    $ 284,999,900     $  560,814      $ 300,560,814
                              ============== =========== ================ ================ ================`

---

# CHEVY CHASE
PREFERRED CAPITAL CORPORATIONSTATEMENTS OF CASH FLOWS(Unaudited)

`Three Months Ended
                                                                                     March 31,
                                                                     --------------------------------------------
                                                                          2005                     2004
                                                                    -------------------      -------------------
Cash flows from operating activities:

Net income                                                              $  4,444,572             $  4,104,257
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
     (Increase) decrease in accounts receivable from parent                1,187,249               (1,200,270)
     Increase in accrued interest receivable                                 (77,562)                 (72,610)
     Increase in prepaid expenses                                            (39,762)                 (22,563)
     Increase (decrease) in accounts payable to others and accrued
        expenses                                                              (9,925)                  10,297
     Increase in accrued interest payable to parent                          147,125                        -
                                                                     -------------------      -------------------
     Net cash provided by operating activities                             5,651,697                2,819,111
                                                                     -------------------      -------------------

Cash flows from investing activities:
     Purchases of residential mortgage loans                             (31,307,714)             (31,910,578)
     Repayments of residential mortgage loans                             31,698,966               28,069,289
                                                                     -------------------      -------------------
     Net cash provided by (used in) investing activities                     391,252               (3,841,289)
                                                                     -------------------      -------------------

Cash flows from financing activities:
     Dividends paid on preferred stock                                    (3,890,625)              (3,890,625)
     Dividends paid on common stock                                         (700,000)                (350,000)
                                                                      -------------------      -------------------
     Net cash used in financing activities                                (4,590,625)              (4,240,625)
                                                                      -------------------      -------------------

Net increase (decrease) in cash and cash equivalents                       1,452,324               (5,262,803)
Cash and cash equivalents at beginning of period                           2,318,102                5,411,004
                                                                      -------------------      -------------------
Cash and cash equivalents at end of period                              $  3,770,426              $   148,201
                                                                      ===================      ===================`

---

# CHEVY CHASE
PREFERRED CAPITAL CORPORATIONNOTES TO
FINANCIAL STATEMENTS(Unaudited)

## NOTE 1 
ORGANIZATION AND BASIS OF PRESENTATION:

The Company is a Maryland corporation
which acquires, holds and manages real estate assets. Chevy Chase Bank, F.S.B.
(the Bank), a federally insured stock savings bank, owns all of the
Companys common stock. The Bank is in compliance with its regulatory
capital requirements.

## NOTE 2 
RESIDENTIAL MORTGAGE LOANS:

Residential mortgage loans
consist of adjustable-rate mortgages (ARMs) and fixed-rate
mortgages. The ARMs have interest rates which are fixed for the indicated period
(one month, one year, three years, five years, seven years or ten years) and
which adjust thereafter based on the margin, index and frequency, subject to
interest rate adjustment caps, all as specified in the related mortgage notes.
Each of the mortgage loans is secured by a mortgage, deed of trust or other
security instrument which created a first lien on a residential dwelling. The
following table shows the residential mortgage loan portfolio by type at the
dates indicated:

`March 31,               December 31,
                                                  2005                      2004
                                           ------------------      -----------------------
          Monthly ARMs                     $    115,459,962           $    107,438,487
          One-year ARMs                          11,546,660                 13,985,393
          Three-year ARMs                        15,534,080                 13,040,178
          Five-year ARMs                        113,322,153                110,068,100
          7/1 ARMs                                5,377,008                  6,229,074
          10/1 ARMs                              15,386,999                 17,658,506
          Fixed-rate                             97,480,862                106,079,238
                                           ------------------      -----------------------
               Total                            374,107,724                374,498,976
          Less:
               Allowance for loan losses             40,333                     40,333
                                           ------------------      -----------------------

               Total                       $    374,067,391           $    374,458,643
                                           ==================      =======================`

## NOTE 3 -
PREFERRED STOCK:

Cash dividends on the
Companys 10 3/8% Noncumulative Exchangeable Preferred Stock, Series A (the
Series A Preferred Shares) are payable quarterly in arrears. The
liquidation value of each Series A Preferred Share is $50 plus accrued and
unpaid dividends. The Series A Preferred Shares are not redeemable until January
15, 2007 (except upon the occurrence of certain tax events) and are redeemable
thereafter at the option of the Company. Except under certain limitedcircumstances, the holders of the Series A Preferred Shares have no voting
rights. The Series A Preferred Shares are automatically exchangeable for a new
series of preferred stock of the Bank upon the occurrence of certain events
relating to the Bank.

## NOTE 4 -
DIVIDENDS:

During the three months
ended March 31, 2005, the Companys Board of Directors declared cash
dividends of $3,890,625 on the Companys preferred stock out of the
retained earnings of the Company. Dividends were paid on April 15, 2005.

No cash dividends on common
stock were declared during the three months ended March 31, 2005.

---

## NOTE 5 
LOAN PAYABLE TO PARENT:

The Company borrowed
$75,000,000 from the Bank on December 20, 2004, and used the proceeds to
purchase adjustable-rate Residential Mortgage Loans from the Bank. The loan is
secured by a portion of the Residential Mortgage Loan portfolio, and the
interest rate on the loan adjusts monthly based on changes in one-month LIBOR.

The loan requires no
payment of principal until it matures on August 31, 2007, but can be prepaid
without penalty at any time. Interest is payable monthly at a variable rate
equal to the sum of one-month LIBOR plus 0.85%. At March 31, 2005, the interest
rate was 3.54%.

---

## ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations

## FINANCIAL
CONDITION

## Dividend
Coverage

Based on the outstanding
balance of the Companys Residential Mortgage Loans (as defined below) at
March 31, 2005 and the interest rates on such loans, anticipated annual income,
net of operating expenses, on the Companys loan portfolio was
approximately 115.2% of the projected annual dividend on the Series A Preferred
Shares.

## Residential
Mortgage Loans

At March 31, 2005 and
December 31, 2004, the Company had $374,067,391 and $374,458,643, respectively,
invested in loans secured by first mortgages or deeds of trust on single-family
residential real estate properties (Residential Mortgage Loans).
During the three months ended March 31, 2005, Residential Mortgage Loan
purchases were $31,307,714 and principal collections were $31,698,966.
Management intends to continue to reinvest proceeds received from repayments of
loans in additional Residential Mortgage Loans to be purchased from either the
Bank or its subsidiaries.

At March 31, 2005, the
Company had four non-accrual loans (contractually past due 90 days or more or
with respect to which other factors indicate that full payment of principal and
interest is unlikely) with an aggregate principal balance of $1,112,320 (or
0.30% of loans). At December 31, 2004, the Company had two non-accrual loans
with an aggregate principal balance of $546,701 (or 0.15% of loans).

At March 31, 2005, the
Company had one loan which was delinquent 30-89 days with a principal balance of
$203,033 (or 0.05% of loans). At December 31, 2004, the Company had two loans
which were delinquent 30-89 days with an aggregate principal balance of $576,811
(or 0.15% of loans).

## Allowance for
Loan Losses

An analysis is performed
periodically to determine the level of allowance for loan losses required and
takes into consideration such factors as the economy in lending areas,
delinquency statistics and past loss experience. The allowance for loan losses
is based on estimates, and ultimate losses may vary from current estimates. As
adjustments to the allowance become necessary, provisions for loan losses are
reported in operations in the periods they are determined to be necessary. There
was no activity in the allowance for loan losses during the three months ended
March 31, 2005 and 2004. The balance of the allowance for loan losses was
$40,333 at March 31, 2005 and 2004.

## Interest Rate
Risk

The Companys income consists
primarily of interest payments on Residential Mortgage Loans. If there is a
decline in interest rates, then the Company will experience a decrease in income
available to be distributed to its stockholders. Certain Residential Mortgage
Loans which the Company holds allow borrowers to convert an ARM to a fixed-rate
mortgage, thus locking in a fixed interest rate at a time when
interest rates may have declined. In addition, when interest rates decline,
holders of fixed-rate mortgages are more likely to prepay such mortgages.

In response to reduced
market interest rates, the Company has taken steps to increase the funds
available to pay dividends on the Series A Preferred Shares. On December 20,
2004, the Company borrowed $75,000,000 from the Bank and used the proceeds to
purchase adjustable-rate Residential Mortgage Loans from the Bank. The loan is
secured by a portion of the Residential Mortgage Loan portfolio and the interest
rate on the loan adjusts monthly based on changes in one-month LIBOR.

There can be no assurance
that an interest rate environment in which there is a decline in interest rates
would not adversely affect the Companys ability to pay dividends on the
Series A Preferred Shares or the Common Stock. See Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Financial Condition  Dividend Coverage. The
Company, to date, has not used any derivative instruments to manage its interest
rate risk.

There have been no material
changes to the Companys market risk disclosures from the disclosures made
in the 2004 10-K.

## Significant
Concentration of Credit Risk

Concentration of credit risk
exists when a number of customers are engaged in similar business activities, or
activities in the same geographical region, or have similar economic features
that would cause their ability to meet contractual obligations to be similarly
affected by changes in economic conditions. Concentration of credit risk
indicates the relative sensitivity of the Companys performance to both
positive and negative developments affecting a particular industry. The
Companys exposure to geographic concentrations directly affects the credit
risk of the Residential Mortgage Loans within the portfolio.

Many (or 39.7%) of the
Companys Residential Mortgage Loans are secured by residential real estate
properties located in the Washington, DC metropolitan area. In addition, 11.4%
of the Residential Mortgage Loans are secured by residential real estate
properties located in California. Consequently, a concentration of risk exists
and the Company may be subject to a greater risk of default in the event of
adverse economic, political or business developments in Washington, DC,
Maryland, Virginia and California that may affect the ability of residential
property owners in any of these areas to make payments of principal and interest
on the underlying mortgages.

## Liquidity and
Capital Resources

The objective of liquidity
management is to ensure the availability of sufficient cash flows to meet all of
the Companys financial commitments. In managing liquidity, the Company
takes into account various legal limitations placed on a real estate investment
trust (a REIT), as discussed below in Tax Status of the
Company.

The Companys
principal liquidity needs are primarily the funding of the acquisition of
additional mortgage assets as current mortgage assets held by the Company are
repaid and the payment of dividends on the Series A Preferred Shares. The
acquisition of such additional mortgage assets will be funded with the proceeds
from principal repayments on its current portfolio of mortgage assets. The
Company does not anticipate that it will have any other material capital
expenditures. The Company believes that the cash generated from the payment of
principal and interest on its mortgage asset portfolio will provide sufficient
funds to meet its operating requirements and to pay dividends in accordance with
the requirements to be treated as a REIT for income tax purposes for the
foreseeable future. As discussed earlier under Item 2 Managements
Discussion and Analysis of Financial Condition and Results of Operations 
Financial Condition  Dividend Coverage, our anticipated annual
income, based on our mortgage loan portfolio at March 31, 2005, is 115.2% of the
projected annual dividend on the Series A Preferred Shares.

The Company believes that
it will be able to continue to meet the requirements to qualify as a REIT for
income tax purposes for the foreseeable future.

The Company has no off
balance sheet transactions, contractual obligations, contingent liabilities, or
commitments as of March 31, 2005.

## Tax Status of
the Company

The Company has elected to
be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the
Company generally will not be subject to federal income tax on its net income
(excluding capital gains) provided that it distributes annually 100% of its REIT
taxable income to its stockholders, meets certain organizational, stock
ownership and operational requirements and meets certain income and asset tests.
To remain qualified as a REIT, the Company must (a) distribute to stockholders
each year at least 90% of its REIT taxable income (not including capital gains)
for that year, (b) meet certain income tests, (c) meet certain asset tests and
(d) meet certain ownership tests. If in any taxable year the Company fails to
qualify as a REIT, the Company would not be allowed a deduction for
distributions to stockholders in computing its taxable income and would be
subject to federal and state income tax (including any applicable alternative
minimum tax) on its taxable income at regular corporate rates. In addition, the
Company would be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification was lost. As of March 31,
2005, the Company met the requirements of all applicable tests.

No income tax was paid
during either of the three month periods ended March 31, 2005 and 2004.

## RESULTS OF OPERATIONS

## Three Months
Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

During the three months
ended March 31, 2005 and 2004, the Company reported net income of $4,444,572 and
$4,104,257, respectively.

Total interest income was
$5,387,772 for the three months ended March 31, 2005 (the 2005
quarter) compared to $4,355,196 for the three months ended March 31, 2004
(the 2004 quarter). Interest income on Residential Mortgage Loans
totaled $5,383,940 for the 2005 quarter compared to $4,353,480 for the 2004
quarter. The increase in interest income resulted from the higher average
balance of loans receivable and an increase in the average yield on such loans
to 5.79% in the 2005 quarter from 5.75% in the 2004 quarter. The average balance
of the Residential Mortgage Loan portfolio was $372,159,896 in the 2005 quarter
compared to $299,228,924 in the 2004 quarter. The Company would have recorded an
additional $14,649 and $7,787 in interest income for the three months ended
March 31, 2005 and 2004, respectively, had its non-accrual loans been current in
accordance with their original terms.

Other interest income of
$3,832 and $1,716 was recognized on the Companys interest bearing deposits
during the three months ended March 31, 2005 and 2004, respectively. The
increase was due to an increase in average balances of interest bearing deposits
to $1,002,668 in the 2005 quarter from $972,661 in the 2004 quarter and a higher
average yield on interest bearing deposits, which increased by 82 basis points
(to 1.53% from 0.71%) from the average yield in the 2004 quarter.

During the 2005 quarter,
the Company incurred interest expense totaling $638,542.

No provision for loan
losses was recorded for the three months ended March 31, 2005 and 2004.

Operating expenses totaling
$304,658 and $250,939 for the three months ended March 31, 2005 and 2004,
respectively, were comprised of loan servicing fees paid to parent, advisory
fees paid to parent, directors fees and general and administrative
expenses. Loan servicing fees paid to parent were $232,805 and $156,244, for the
three months ended March 31, 2005 and 2004, respectively. The increase in loan
servicing fees paid to parent for the quarter ended March 31, 2005 is
attributable to an increase in the average balance of Residential Mortgage
Loans. Advisory fees paid to parent for the three months ended March 31, 2005
and 2004 totaled $50,000 for each quarter. Directors fees paid for the
three months ended March 31, 2005 and 2004 were $8,000 and $9,500, respectively,
and represent compensation to the two independent members of the Board of
Directors. General and administrative expenses totaled $13,853 and $35,195 for
the three months ended March 31, 2005 and 2004, respectively.

On March 15, 2005, the
Companys Board of Directors declared, out of the retained earnings of the
Company, a cash dividend of $1.296875 per share on the outstanding Series A
Preferred Shares which was paid on April 15, 2005.

## ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk

Information required by
this item is included in Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations - Interest Rate
Risk, which is hereby incorporated herein by reference.

## ITEM 4.
Controls and Procedures

The Company maintains
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Companys reports filed under SEC
regulations is recorded, processed, summarized and reported within the time
periods specified in the rules and forms adopted by the SEC, which the Company
must comply with under SEC regulations, and that such information is accumulated
and communicated to the Companys management, including its Chief Executive
Officer and its Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure, based closely on the definition of
disclosure controls and procedures in Rule 13a-15(e) promulgated
under the Securities Exchange Act of 1934, as amended. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

The Company carried out an
evaluation, under the supervision and with the participation of the
Companys management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of March 31, 2005. Based
upon the foregoing, the Companys Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure controls and
procedures were effective at the reasonable assurance level as of March 31,
2005.

During the three months
ended March 31, 2005, there were no changes in the Companys internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial
reporting.

---

# PART II -
OTHER INFORMATION

## ITEM 1. Legal
Proceedings

The Company is not involved
in any material litigation.

## ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

## ITEM 3.
Defaults Upon Senior Securities

## ITEM 4.  Submission of Matters to a Vote of Security Holders

## ITEM 5. Other
Information

## ITEM 6.
Exhibits and Reports on Form 8-K

`(a) Exhibits required by Item 601 of Regulation S-K are set forth below.

Exhibit
   No.          Exhibit
------------------------
   31.1        Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
   31.2        Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
   32.1        Section 1350 Certification of Chief Executive Officer.
   32.2        Section 1350 Certification of Chief Financial Officer.`

---

# SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

# CHEVY CHASE
PREFERRED CAPITAL CORPORATION(Registrant)

`March 13, 2005                                      By:  /s/ STEPHEN R. HALPIN, JR.
                                                         --------------------------------
                                                         Stephen R. Halpin, Jr.
                                                         Executive Vice President and
                                                         Chief Financial Officer
                                                         (Principal Financial Officer)


March 13, 2005                                      By:  /s/ JOEL A. FRIEDMAN
                                                         ------------------------------
                                                         Joel A. Friedman
                                                         Senior Vice President and Controller
                                                         (Principal Accounting Officer)`

---

# Exhibit 31.1

# CERTIFICATION

`I, B. Francis Saul II, certify that:

1.       I have reviewed this quarterly report on Form 10-Q for the three months ended March 31, 2005 of Chevy Chase Preferred
         Capital Corporation;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
         with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
         all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
         periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


         (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
         our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
         made known to us by others within those entities, particularly during the period in which this report is being prepared;


         (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this
         report based on such evaluation; and


         (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
         the registrant's most recent quarter that has materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons
         performing the equivalent functions):


         (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
         reporting which  are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
         financial information; and


         (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
         registrant's internal control over financial reporting.



March 13, 2005                                      /s/ B. FRANCIS SAUL II
                                                    ----------------------------------
                                                     B. Francis Saul II
                                                     Chairman and Chief Executive Officer`

---

# Exhibit 31.2

# CERTIFICATION

`I, Stephen R. Halpin, Jr., certify that:

1.       I have reviewed this quarterly report on Form 10-Q for the three months ended March 31, 2005 of Chevy Chase Preferred
         Capital Corporation;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
         with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
         all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
         periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


         (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
         our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
         made known to us by others within those entities, particularly during the period in which this report is being prepared;


         (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and  presented in this report our
         conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this
         report based on such evaluation; and


         (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
         the registrant's most recent quarter that has materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons
         performing the equivalent functions):


         (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
         financial information; and


         (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
         registrant's internal control over financial reporting.




March 13, 2005                                      /s/ STEPHEN R. HALPIN, JR.
                                                     --------------------------
                                                     Stephen R. Halpin, Jr.
                                                     Executive Vice President, Treasurer
                                                     and Chief Financial Officer`

---

# Exhibit 32.1

# CERTIFICATION
OF CHIEF EXECUTIVE OFFICER

# PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

# SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

The undersigned, B. Francis
Saul II, the Chairman and Chief Executive Officer of Chevy Chase Preferred
Capital Corporation (the Company), has executed this certification
in connection with the filing with the Securities and Exchange Commission of the
Companys Quarterly Report on Form 10-Q for the three months ended
September 30, 2004 (the Report). The undersigned hereby certifies
that:

`(1)          the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results
                of operations of the Company.


March 13, 2005                                                /s/ B. FRANCIS SAUL II
                                                              -----------------------------------
                                                              B. Francis Saul II
                                                              Chairman and Chief Executive Officer`

---

# Exhibit 32.2

# CERTIFICATION
OF CHIEF FINANCIAL OFFICER

# PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

# SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

The undersigned, Stephen R.
Halpin, Jr., the Executive Vice President, Treasurer and Chief Financial Officer
of Chevy Chase Preferred Capital Corporation (the Company), has
executed this certification in connection with the filing with the Securities
and Exchange Commission of the Companys Quarterly Report on Form 10-Q for
the three months ended March 31, 2005 (the Report). The undersigned
hereby certifies that:

`(1)          the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results
                of operations of the Company.


March 13, 2005                                                /s/ STEPHEN R. HALPIN, JR.
                                                              --------------------------
                                                              Stephen R. Halpin, Jr.
                                                              Executive Vice President, Treasurer
                                                              and Chief Financial Officer`