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Correspondence filing

 July 15, 2009

 CERTAIN INFORMATION IN THIS LETTER HAS BEEN OMITTED AND

 SUBMITTED SEPARATELY TO THE STAFF OF THE SECURITIES AND

 EXCHANGE COMMISSION PURSUANT TO A REQUEST

 CONFIDENTIAL TREATMENT REQUESTED BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R.

 SECTION 200.83. SUCH INFORMATION HAS BEEN REPLACED BY [***].

 Mr. Christian Windsor

 Special Counsel

 Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

Re:

 Capital One Financial Corp.

 Form 10-K for
December 31, 2008

 File Number 1-13300

 Ladies and Gentlemen:

 On behalf of Capital One Financial Corporation (the “Company”), and pursuant to the Staff’s letter dated June 16, 2009, commenting on their review of the above-referenced financial statements and
disclosures (the “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.

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 2 of 17

 Form 10-K, filed February 26, 2009

 Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations

 2009 Expectation, page 43

 Comment No. 1

 We note your
presentation of “tangible common equity to tangible managed assets.” This ratio appears to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulations S-K as it is not required by GAAP, Commission Rules, or banking
regulatory requirements. To the extent you plan to provide this non-GAAP ratio in the future, the staff notes the following:

•

 To the extent this ratio is disclosed in future filings with the Commission, you should comply with all of the requirements in Item 10(e) of Regulation S-K,
including clearly labeling the ratio as a non-GAAP measure and complying with all of the disclosure requirements;

•

 To the extent that you plan to disclose this ratio in future Item 2.02 Form 8-Ks as you have done in a Form 8-K filed on April 21, 2009, you should
provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form 8-K; and

•

 To the extent you disclose or release publicly any material information that includes a non-GAAP measure, you should be cognizant of the requirements in
Regulation G to label the measure as non-GAAP and provide reconciliation to the most closely comparable GAAP measure.

 Response:

 We will expand our disclosures in future filings to comply with the requirements set forth within Item 10(e) of
Regulation S-K, Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form 8-K, and Regulation G regarding the use of non-GAAP financial measures.

 Asset Quality, page 47

 Comment No. 2

 We note your discussion of your asset quality and related allowance for loan and lease losses (ALLL) refers a reader to the tables presented in Section XI Tabular
Summary for additional information. Please address the following with respect to Section XI which appears to include your Industry Guide 3 disclosures in order to provide enhanced disclosures related to your asset quality and ALLL:

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 3 of 17

 Page Code Number COF CTR 7/15/09-01

•

 Please revise future filings to include the disclosures required by Item III(B), with respect to maturities and sensitivities of loans to interest rates, and
Item IV(B), with respect to allocation of the ALLL, of Industry Guide 3 or tell us why these disclosures are not required;

•

 Supplementally provide us with the information required by Item IV(B) of Industry Guide 3 with respect to the allocation of your allowance for loan losses for
the five year period ended December 31, 2008;

•

 Given the current economic environment please consider disclosing the information required by Items III and IV of Industry Guide 3 for interim periods or tell us
why such information is not meaningful to a readers understanding of your financial statements; and

•

 Please consider revising Table E - Delinquencies on page 75 in future filings to separately present the delinquency information for each loan category.

 Response:

 The
Company’s loan portfolio has become more diversified as a result of recent acquisitions and we recognize the need to expand our disclosures to incorporate a more detailed break-out of loan information suggested by Items III(B) and IV(B).
Specifically, the Company will consider the composition of our portfolio and determine the appropriate level of information that is most meaningful to investors with respect to maturities, sensitivities of loans to interest rates and the allocation
of allowance for loan losses and delinquencies.

 [***]*

 *
Confidential Treatment Requested by the Company. Portions of the information requested by the Staff in Comment No. 2 is confidential. Accordingly, the Company’s complete response will be provided separately pursuant to 17 C.F.R. §
200.83. The confidential portions will be provided supplementally to the Staff in hard copy only.

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 4 of 17

 The Company agrees to provide additional level of detail regarding composition of our loan portfolio to address Industry Guide 3. The Company is
assessing the appropriate level of detail that will address the change in our business and our diversified loan portfolio. We will subsequently provide disclosures that will be meaningful to readers of our financial statements and will comply with
Industry Guide 3. We expect to complete this assessment and provide these disclosures no later than the annual period ended December 31, 2009. It is our practice to provide the same level of detail regarding asset quality and ALLL in our
interim filings, as such, the changes will also be reflected in our interim filings beginning no later than the three month period ended March 31, 2010.

 Asset Quality, page 47

 Comment No. 3

 We note your discussion of the changes in the amount of your allowance for loan and lease losses (ALLL) related to your loans held for investment cites broad economic factors as the causes of the changes in your
ALLL and refers a reader to a tabular summary in Section XI of the MD&A for additional information. Given the significance of loans held for investment to your financial statements, please revise future filings to provide a comprehensive
discussion of the changes in your asset quality and the resulting changes in your ALLL. Explain fully the reasons for changes in each of the elements and components of the loan loss allowance so that a reader can understand how changes in risks in
the portfolio during each period relate to the loan loss allowance established at period-end. For instance, quantify and explain:

•

 How changes in loan concentrations, quality, and terms that occurred during the period are reflected in the allowance;

•

 Why reallocations of the allowance among different parts of the portfolio or different elements of the allowance occurred; and

•

 How actual changes and expected trends in nonperforming loans affected the allowance.

 Response:

 The level of the ALLL is driven by a variety of
factors that change from period to period and is not solely based on asset quality measures. Factors such as changes in the mix of the portfolio, balance changes, changes in total delinquencies as well as changes within each delinquency bucket are
only a sample of key assumptions that drive the overall allowance. Other factors such as changes in labor market conditions, housing statistics, loss severity and changes in other current economic conditions also impact the level of the

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 5 of 17

 ALLL. While it is difficult to quantify the impact each factor has on the ALLL in isolation, due to the interdependence of certain factors, we will
enhance our disclosures to better assist users of our financial statements in understanding the key drivers behind the changes in the ALLL.

 Table G
– Nonperforming Assets, page 76

 Comment No. 4

 Please tell us as of December 31, 2008 and revise your future filings to provide disclosure of accruing loans which are contractually past due 90 days or more. We would expect the addition of this category
would require inclusion of your credit card loans which continue to accrue finance charges and fees until charged-off at 180 days.

 Response:

 At December 31, 2008 loans which are contractually past due 90 days or more and continuing to accrue finance charges and fees totaled (in
thousands) $833,957 which includes credit card loans.

 Delinquency information disclosed on page 75 on Table E – Delinquencies represents loans that
have not been classified as nonperforming assets which are separately disclosed on Table G – Nonperforming Assets. All loan balances disclosed on Table E are accruing finance charges and fees except for consumer auto loans in the 90-119 days
past due bucket, which is footnoted below Table E – Delinquencies. The Company’s policy is not to classify credit card loans as nonperforming loans which is footnoted below Table G. While we consider credit card loans to be performing
until charge-off, we suppress the amount of finance charges and fees considered uncollectible as noted in our revenue recognition disclosure on page 32. We will clarify footnote 1 to Table G to direct readers to Table E for information regarding
loans contractually past due 90 days or more.

 Note 3 – Segments, page 95

 Comment No. 5

 Please tell us why you present Greenpoint’s consumer mortgage loans held for
investment portfolio within the Other segment, but include Greenpoint’s commercial mortgage loans portfolio within the Local Banking segment. In your response, please compare and contrast the reasons for this differing treatment and tell us how
you considered paragraph 17 or SFAS 131 in aggregating these loans to the respective segments. Also tell us what portion of the provision for loan and lease losses line item in the Other segment relates to Greenpoint loans.

 Response:

 In the third quarter of 2007, the Company shut down
the mortgage origination operations of its wholesale mortgage banking unit, GreenPoint Mortgage (GreenPoint). GreenPoint

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 6 of 17

 ceased to originate consumer mortgages and the existing portfolio would continue to be managed as a run-off portfolio. However, the Company expected
to continue to originate small ticket commercial mortgage loans through the Local Banking segment, using the existing portfolio as the foundation for that activity. Therefore, we consider GreenPoint’s small ticket commercial mortgage loan
portfolio to be part of the Local Banking operating segment based on the criteria in paragraph 10 of SFAS 131. The Local Banking operating segment is not the result of the aggregation of any two or more operating segments.

 The Other segment is not an operating segment as defined by paragraph 10 of SFAS 131 but is instead comprised of (1) operating segments that do not meet the
quantitative thresholds for separate reporting and (2) parts of the enterprise that are not operating segments. The aggregation criteria are not applicable to the Other segment. The consumer mortgage loans held for investment portfolio, being
in a state of run-off, is not considered to be an operating segment and is therefore a component of the Other segment.

 At December 31, 2008, 100% of
the provision for loan and lease losses in the Other segment relates to GreenPoint consumer mortgage loans.

 Note 4 – Securities Available for
Sale, page 98

 Comment No. 6

 We
note your tabular presentation of the expected maturities for your available-for-sale securities for each period presented. Please revise future filings to either present this information by contractual maturity as required by paragraph 20 of SFAS
115 or provide disclosures explaining the differences between your current disclosure and what is currently required by existing authoritative literature.

 Response:

 The Company’s investment portfolio predominately consists of either mortgage backed securities or collateralized
mortgage obligations. While these instruments typically have contractual maturities that exceed 10 years, the actual weighted average life of the securities is estimated to be between 1 to 5 years due to current prepayments. We recognize that
practice is varied among our peers with regards to the use of contractual or expected maturities. The Company believes that the use of expected maturities aligns with how the securities will actually perform and provides investors with more clarity
regarding liquidity sources and needs and potential impacts on portfolio yields. However, we agree to further clarify the use of expected maturities for our investment portfolio and will provide a footnote disclosure on contractual maturities by
category for all periods presented beginning with our second quarter 2009 interim filing.

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 7 of 17

 Note 4 – Securities Available for Sale, page 98

 Comment No. 7

 We note your unrealized losses on non-GSE Collateralized Mortgage Obligations (CMOs)
and Mortgage Backed securities (MBS) comprised approximately 70% of your total unrealized losses at December 31, 2008. We also note your disclosure that 61% and 67% of these portfolios, respectively are rated AAA as of December 31, 2008.
Please tell us and revise your future filings to disclose the current credit ratings for all your non-GSE, CMO, and MBS holdings.

 Response:

 We acknowledge the Staff’s comments and will revise future filings to provide current credit rating information for investment categories.

 As of December 31, 2008 the percentages of the Company’s non-GSE Collateralized Mortgage Obligations (CMOs) were rated as follows:

•

 AAA – 61%

•

 Other investment grade rated(1) – 35%

•

 Non investment grade / non rated – 4%

(1)
Rated BBB and above.

 As of December 31, 2008 the percentages of the
Company’s non-GSE Mortgage Backed securities (MBSs) were rated as follows:

•

 AAA – 67%

•

 Other investment grade rated(1) – 23%

•

 Non investment grade / non rated – 10%.

(1)
Rated BBB and above.

 Note 4 – Securities Available for Sale,
page 98

 Comment No. 8

 We note
your disclosure on page 121 that “…pricing of our prime jumbo non-agency mortgage-backed securities continued to exhibit a variation that was outside of our Level 2 assets policy tolerances.” Please tell us and revise future filings
to clarify this statement.

 Response:

 To
validate prices used in the valuation of our investment securities, the Company performs procedures which include comparison of prices from multiple sources. In our assignment of securities to the appropriate level in the fair value hierarchy, the
Company considers the degree of variability among sources to be one indicator regarding whether the inputs into the pricing are observable in the market. Significant variability in pricing is an indicator of unobservable inputs and thus is more
likely to be considered a Level 3 security.

 CONFIDENTIAL TREATMENT BY

 CAPITAL ONE FINANCIAL CORPORATION UNDER 17 C.F.R. SECTION 200.83

 Page 8 of 17

 We will revise future filings to clarify our fair value disclosures related to securities available for sale using language substantially in line with
the above paragraph.

 Note 9 – Stock Plans, page 112

 Comment No. 9

 We note that your current dividend yield assumption for 2008 increased significantly
compared t