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SEC Letter

 [Capital One Financial Corporation Letterhead]

 June 22, 2006

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Lisa Haynes

 Reviewing Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Capital One Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2005

Amended Form 10-K for the Fiscal Years Ended December 31, 2005 and 2004

Amended Form 10-Q for the Fiscal Quarters Ended March 31, 2005, June 30, 2005, and September 30, 2005

File No. 001-13300

 Ladies and
Gentlemen:

 On behalf of Capital One Financial Corporation (the “Company”), and pursuant to the Staff’s letter dated
June 1, 2006, commenting on their review of the above-referenced financial statements and disclosures (“Comment letter”), please find enclosed herewith for filing, the Company’s corresponding responses and supplemental
information. Capitalized terms not defined herein have the meanings set forth in the above referenced statements.

 Pursuant to 17 C.F.R. §
200.83, the Company is requesting confidential treatment for a portion of its response to Comment 6. The Company requests that this portion, as indicated by [***], be maintained in confidence, not be made part of any public record and not be
disclosed to any person as they contain confidential information, disclosure of which would cause the Company competitive harm. In the event that the staff receives a request for access to the confidential portion herein, whether pursuant to FOIA or
otherwise, the Company respectfully requests that it be notified immediately so that it may further substantiate this request for confidential treatment. Please address any notifications of a request for access to such documents to the undersigned
with a copy to Polly Nyquist in the Company’s Legal Department.

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 2

 Form 10-K for the fiscal year ended December 31, 2005

 Note 1—Significant Accounting Policies

 Loan Securitizations, page 79

 Comment No. 1

 We note your response to
comments 1 and 2 of our letter dated April 20, 2006. We do not believe that in order for a newly originated or acquired receivable to be classified as held for sale in accordance with SOP 01-6, management must have a commitment to sell such
loan upon origination or acquisition. We believe that the guidance in paragraph 8(a) of SOP 01-6 indicates that newly originated or acquired receivables should be classified as held for investment (or not held for sale) only when management has the
intent and ability at origination to hold the loans receivable for the foreseeable future or until maturity or payoff. We do not believe that there are specific criteria or bright line tests for determining when management has formed the intent to
hold newly originated or acquired receivables. Like other intent-based determinations, we believe whether or not management has an intention to hold should be based on management’s expectations at the time.

 Please tell us how management determined in 2003, 2004 and 2005 that it had the intent to hold all newly originated and acquired receivables (except
for certain mortgage loans classified as held for sale as described in your response letter) for the foreseeable future.

 Response:

 The Company agrees that management’s intent and ability to hold loan receivables for the foreseeable future
or until maturity or payoff is an important consideration in order to determine the appropriate classification of loans reflected in the balance sheet. Given the complex nature of revolving securitization structures it is important to first
understand the characteristics of the assets securitized, the securitization structures utilized, and the timing and use of revolving cash flows by the Company before a determination can be made as to the appropriate classification of loans in
accordance with SOP 01-06.

 The Company’s primary source of securitization activity involves our auto loan and credit card loan
portfolios:

 Auto: The Company’s auto loan securitizations are generally structured as secured borrowings and do not meet the sale
criteria under SFAS 140. It is the Company’s intent that all future auto securitizations will continue to be structured as secured

 Capital One Confidential

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 3

 borrowings and as such auto loans reported in our balance sheets have been appropriately classified as “held for investment” in accordance with
SOP 01-06.

 Credit Card Loans: The Company’s credit card securitizations are structured as off-balance sheet transactions and are
accounted for as sales in accordance with SFAS 140. At December 31, 2005, the Company had $45.7 billion in off-balance sheet securitizations and credit card securitizations represent approximately 87% of these balances. The Company’s
credit card securitizations are revolving in nature. As discussed in more detail below, future securitization volumes are heavily dependent on new purchases (loans) from credit card accounts transferred into the securitization structure and much
less dependent on loans related to accounts outside of the securitization structure. As such credit card loans reported in our balance sheets for which the Company does not have the intent or ability to hold for the foreseeable future or until
maturity or payoff is not material for separate “held-for-sale” classification.

 Revolving Nature of Credit Card
Securitization Structures:

 For credit card securitizations, specific accounts are identified and transferred into a wholly-owned
special purpose entity (“SPE”) and the principal balances related to these accounts are securitized and for accounting purposes treated as sold in accordance with SFAS 140 (the “external invested balance”). Credit card
securitization transactions involve the sale of short-term loans, with weighted average lives of 3.5 months, backing long-term debt, with maturities of 3-5 years. The revolving feature of credit card securitizations requires new principal balances
to be securitized in order to continue to support the existing level of external debt. A revolving securitization structure is dependent on new purchase activity on the credit card accounts previously transferred to the SPE to replenish the external
invested balances that have amortized due to customer payments, charge-offs, balance transfers, etc. It is important to note that the subsequent replenishment of the external invested balance is primarily from new purchases on the accounts
previously transferred into the securitization structure and not from credit card loan balances held on-balance sheet at year end.

 Only new
issuances of external debt result in an incremental increase in the external invested balance. Additional credit card accounts are transferred to the SPE and the principal receivables related to the accounts are securitized to increase the external
invested balances. Based on the above, we believe that only credit card loans held on balance sheet and used to increase the external invested balances should be considered for “held-for-sale” classification in accordance with SOP 01-6. In
the table below, external invested balances associated with our Master Trust credit card securitization program as of December 31, 2005, 2004 and 2003 have been compared to external invested balances at March 31, 2006, 2005 and 2004 to
reflect the additional growth during the 3 month period (foreseeable future as discussed in our response to comment 2 below) following the respective balance sheet dates:

 Capital One Confidential

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 4

 (Dollars in Thousands)

 Year Ended December 31,

2005

2004

2003

 Master Trust Externally Invested Balance*

31,809,572

30,581,947

27,334,654

 3 Month Period Ended, March 31

2006

2005

2004

 Master Trust Externally Invested Balance*

31,677,572

30,756,947

28,144,654

 Issuances (including substitutions for Maturities)

2,400,000

175,000

1,300,000

 Maturities

(2,532,000
)

—

(490,000
)

 Net Issuances

(132,000
)

175,000

810,000

 % of Reported Loans, at year end

-0.22
%

0.46
%

2.47
%

*
Master Trust represents our largest credit card securitization program and thus, we have limited our analysis to this structure.

 The above analysis clearly shows that credit card loans held on-balance sheet at December 31, 2005, 2004 and 2003 and subsequently sold to increase
the external invested balance during the 3 month period after the balance sheet dates are not material for separate “held-for-sale” classification in our financial statements.

 Comment No. 2

 As a related matter, please tell us the terms and characteristics of
loans which have been historically securitized and a quantification of the time period you consider to be the “foreseeable future” when making the determination to classify loans as either held for investment or held for sale.

 Response:

 We believe that the foreseeable future for a credit card receivable is relatively short and is based on the weighted average life of the receivable balance. Based on customer payment history, our credit card receivables have a life of 7-8
months and a weighted average life of 3.5 months. Accordingly, classification of credit card receivables as “held-for-sale” would only be applicable for securitization activity planned or initiated during the 3 month period after the
respective balance sheet date. Securitization activity forecasted beyond 3 months would include new balances that are not currently in our reported loans.

 Capital One Confidential

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 5

 Comment No. 3

 Provide us with an
explanation that reconciles your considerations regarding your intent to hold all newly originated and acquired receivables for the foreseeable future with your history of securitizing a significant portion of loans originated and your disclosure on
page 54 that you have used the securitization of consumer loans as a significant source of liquidity. Tell us how your intent is reflected in internally prepared budgets, forecasts, and liquidity plans.

 Response:

 The
Company’s funding plan as it relates to securitization activity is adjusted each quarter and is based on many factors and assumptions including anticipated future loan growth, attrition, maturity of existing issuances and other funding sources.
Accordingly, the forecasted transaction may include credit card balances currently reported in the balance sheet but also include balances that will be subsequently originated and not in our reported loan balances at the respective balance sheet
date.

 As discussed in our response to comments 1 and 2, we believe that only new issuances that increase the external invested amounts
should be considered for the “held-for-sale” classification and that the foreseeable future for securitization activity is limited to 3 months after the respective balance sheet date.

 Although the Company has a history of securitizing loans, the Company believes that we have appropriately classified loans as “held for
investment” in accordance with SOP 01-6 due to (1) the short-term nature of the assets, (2) the revolving nature of the securitization structures and the complexity involved with determining whether a forecasted securitization
includes receivable balances outstanding at the balance sheet date or includes future purchases, and (3) increases in external invested balances during the 3 month period following the balance sheet date is immaterial to our financial
statements.

 Note 14—Income Taxes, page 101

 Comment No. 4

 We note your response to comment 9 from our letter dated April 20, 2006. In addition to
the proposed future filing revisions that you describe in your May 3, 2006 response letter, please also revise future filings to clarify that the deferred tax liability line item currently captioned as “deferred revenue” represents
temporary differences associated with tax treatment of credit card income (which is not deferred for US GAAP purposes).

 Capital One Confidential

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 6

 Response:

 We will
revise future filings to clarify that the deferred tax liability line item for “deferred revenue” represents temporary differences associated with tax treatment of credit card income and is not associated with deferred revenue for GAAP
purposes.

 Note 22—Derivative Instruments and Hedging Activities, page 112

 Comment No. 5

 We note based on your response to comment 12 from our letter dated
April 20, 2006, that as of December 31, 2005, you used the short-cut method of effectiveness testing for cash flow and fair value hedges with notional amounts of $3.722 billion and $3.737 billion, respectively. In the interest of helping
us to more fully understand how you account for your hedging activities, please tell us the specific asset or liability being hedged and corresponding principal amount hedged for each type of cash flow and fair value hedge where effectiveness was
measured using the short-cut method as of December 31, 2005.

 Response:

 As requested, we have provided the table below which more fully describes the specific assets/liabilities hedged and the corresponding principal amounts
for each type of cash flow hedge and fair value hedge where the Company measured effectiveness under the short-cut method as of December 31, 2005.

 Comment No. 6

 As a related matter, for each type of short-cut cash flow and fair value hedge involving a
different category of hedged assets or liabilities (e.g. junior subordinated debentures, prime-based loans, brokered certificates of deposit), please tell us how you considered the criteria of paragraph 68 of SFAS 133 in determining it was
appropriate to use the shortcut method to assess hedge effectiveness. Please specifically address how you considered any unusual features associated with the hedged asset or liability (such as interest rate deferral options on junior subordinated
debentures or commissions paid on brokered certificates of deposit) in determining that use of the short-cut method was appropriate. In the interest of clarity, please consider presenting your response in a tabular format.

 Capital One Confidential

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION

 Page 7

 Response:

 As shown
in the table below, we have considered all the appropriate criteria of paragraph 68 of SFAS 133 to determine whether it is appropriate to use the short-cut method to assess hedge effectiveness. In all circumstances, the Company has received and
reviewed all the appropriate documentation for the hedged item and the derivative instrument to ensure that there are no unusual features that would prohibit the Company from using the short-cut method. Specifically, you asked for us to describe how
we considered the deferral options on junior subordinated debentures, prime-based loans and commissions paid on brokered certificates of deposit:

 Junior Subordinated Debt

 The Company has relied on SFAS 133 Derivatives Implementation Issue E6 (“DIG Issue E6”)
as support for the short-cut method with regards to the deferral option on the junior subordinated debentures. DIG Issue E6 specifically states that any provision in a debt instrument that gives the debtor or creditor the right to cause the
prepayment of debt contingent upon the occurrence of a specific event that is related to the debtor’s credit deterioration should not be considered a prepayment provision that would prohibit short-cut treatment under paragraph 68(d) of SFAS
133.

 We view the deferral option as a feature of benchmark interest rate risk in that the marketplace views this