SecProbe.io

June 29, 2007

Mail Stop 4561

Mr. Richard D. Fairbank
President and Chief Executive Officer
Capital One Financial Corporation
1680 Capital One Drive
McLean, Virginia 22102

Re: Capital One Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2006
 Filed March 1, 2007
 Form 10-Q for Fiscal Quarter Ended March 31, 2007
 File Number: 001-13300

Dear Mr. Fairbank:

We have reviewed your filings and have the following comments.  Please be as
detailed as necessary in your explanation.  In our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Richard D. Fairbank
Capital One Financial Corporation
June 29, 2007 Page 2

Form 10-K, filed March 1, 2007

Note 1. Significant Accounting Policies, page 81

Loan Securitizations, page 84
1. We note prior communications in whic h you disclose your accounting policy
regarding the classification of loans as loan s held for investment (rather than held
for sale) prior to their securitization a nd sale.  We previously concluded, based
upon your materiality analysis provided, that we would not object to your
accounting treatment.  Similar to the re quest made in the prior year, please
provide us with a materiality analysis for each quarter and annual period for 2006
which supports your assertion that reclassification of a ny or all of a portion of
your loans held for investment to loans held for sale, would not be material to either your balance sheet or  statement of cash flows.
2. For the purpose of providing transparen cy in your filing as it relates to
securitizations, please revise your accounting policy f ootnote in future filings to
disclose:

• the types of loans (or loan balances) th at are typically securitized and sold;
• the purpose and importance of securitizati ons (e.g. portfolio risk management,
liquidity, regulatory considerations);
• the initial balance sheet classificat ion of these loans when funded;
• when the determination is made to s ecuritize loans (e.g. monthly, quarterly);
• the subsequent balance sheet reclassificati on of these loans, if applicable, as a
result of your decision to securitize loans;
• how these securitizations are accounted for in your statement of cash flows
initially in addition to when the decision is made to securitize and sell; and
• the amount of securitizations for each period presented, which are originally
categorized as held for investment, but which are subsequently securitized and
sold.

Please provide us with your proposed disclosure.

Mr. Richard D. Fairbank
Capital One Financial Corporation
June 29, 2007 Page 3

Rewards Liability, page 87
3. We note your disclosure that the estimated cost of reward programs is reflected as
a reduction to interchange income for loan s categorized as held for investment,
but that your cost of rewards programs related to securitized loans is deducted from servicing and securitizations in come.  Please address the following:

• tell us the amount of rewards expens e netted against your servicing and
securitizations line item in your income  statement for each period presented;
and
• tell us why classification of reward s expense for securitized loans are
presented in servicing and securitizati ons income rather than netted against
interchange income consistent with th at of your non-securitized loans given
that you receive interchange fees and accrue rewards expense on these loans
based upon activity of the account holder s regardless of whether these loans
are securitized or not.

Note 9. Borrowings, page 101
4. We note that your junior subordinated debentures ha ve increased from $166.9M
as of December 31, 2005 to $1.6B as of D ecember 31, 2006.  Please tell us if you
are hedging these debentures using the short-cut method pursuant to paragraph 68
of SFAS 133.  If so, tell us  if these junior subordinate d debentures have interest
deferral options for which the short-cut method of accounting would not be permissible in accordance with paragra ph 68(e) of SFAS 133 and provide us with
your materiality analysis incorporating the guidance in SAB 108 in your response, as applicable, for each quarter and annual period for 2006.

Note 28. Subsequent Events, page 135

Share Buy-Back Program, page 135
5. We note your disclosure regarding your intentions to repurchase up to $3.0B of
your common stock.  We also note from your Form 8-K filed on March 12, 2007 that you entered into an accelerated share repurchase agreement with an
investment bank under which you agreed to  repurchase $1.5B of your outstanding
stock over a four to five month period.  In future filings please describe the
benefits, costs, and any risks of entering in to this type of transaction compared to
open market purchases.  Additionally, please provide your accounting policy

Mr. Richard D. Fairbank
Capital One Financial Corporation
June 29, 2007 Page 4
relating to such transaction, including the impact on earnings per share, and all the disclosures required by paragraph 50 of EITF 00-19.  Please provide us with your proposed future disclosure.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
response to our comments and provides a ny requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

You may contact John Spitz, Staff Accountant at (202) 551-3484, or me at (202)
551-3492, if you have questions re garding these comments.

Sincerely,

John P. Nolan
Accounting Branch Chief