SecProbe.io

August 3, 2011
 Via E-mail

Richard D. Fairbank Chairman of the Board, Chief Executive Officer  and President Capital One Financial Corporation 1680 Capital One Drive McLean, VA 22102
Re: Capital One Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Form 10-Q for the Quarterly Period Ended March 31, 2011 Filed May 10, 2011
  File No. 001-13300
Dear Mr. Fairbank:
 We have reviewed your July 29, 2011 response le tter to our letter dated July 19, 2011 and
have the following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    Form 10-K for the Fiscal Year Ended December 31, 2010

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Table 11:  Loan Portfolio Composition, page 51

1. We note your response to comment seven.  Pleas e provide us with your  draft in advance
of the filing of your Form 10-K for th e fiscal year ended December 31, 2011.

 Richard D. Fairbank Capital One Financial Corporation August 3, 2011 Page 2

Loan Modifications and Restructurings, page 59

2. We note your response to prior co mment nine related to the eff ective interest rate used on
your credit card loans for the purpose of m easuring impairment at the time of TDR
modification.  We also note that you do have  credit card loan agreements where the
interest rate on the credit car d loan is automatically increased due to non-payment, late
payment or similar events.  Please further re vise your disclosure to clarify whether the
interest rate immediately prior to modificati on, which is used to measure impairment, is
the pre-penalty interest rate (i.e. the original credit card loan interest rate) or the interest
rate inclusive of any rate increases due to non- payment, late payment or similar events.
 Form 10-Q for the Period Ended March 31, 2011

Interim Consolidated Financial Statements
Note 16—Subsequent Events, page 114

3. We note your response and proposed disclosu re to prior comment 14 related to your
partnership agreement with Kohl’s.  Please address the following:

 Tell us the authoritative literature on which you rely that supports your conclusion to
include credit losses covered by your Kohl’s  agreement in your determination of the
allowance for loan losses.  Specifically in your response tell us how you considered
the guidance in ASC 410-30 (SOP 96-1), by analogy.
 Tell us how you report recoveries received under your agreement with Kohl’s in your
call reports, and tell us the regulator y guidance that supports your policy.

 We note your statement that the Kohl’s ag reement coverage is on a loan-by-loan
basis.  Tell us why you believe the lo ss sharing provision of the partnership
agreement with Kohl’s is in tegral to each specific loan
, including whether the
reimbursement guaranteed by Kohl’s would transf er with a loan if the loan were sold
or transferred.  To this extent, we note th at the allowance for credit card loans is
typically calculated on a cumulative pooled-l oan basis, rather than a loan-by-loan
basis.  Please clarify in mo re detail why you believe this loss share agreement applies
to each loan individually.

 Tell us whether you believe you have a legal right of offset under the Kohl’s
agreement that allows you to calculate the allowance for loan losses net of expected
reimbursement, and to present the allowan ce, provision and charge-offs net within
your financial statements.  Please tell us  the guidance you relied on in making your
determination.

 Richard D. Fairbank Capital One Financial Corporation August 3, 2011 Page 3

 You may contact Brittany E bbertt at (202) 551-3572 or Kevin W. Vaughn, Accounting
Branch Chief at (202) 551-3494 if you have que stions regarding comments on the financial
statements and related matters.  Please cont act Eric Envall at (202) 551-3234 or Sebastian
Gomez Abero, Special Couns el at (202) 551-3578 with  any other questions.

Sincerely,
  /s/ Sebastian Gomez Abero for   Suzanne Hayes
Assistant Director