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Correspondence

 Capital One Financial Corporation

 1680 Capital One Drive

 McLean, Virginia 22102-3491

 July 29, 2011

 Ms. Suzanne Hayes,

 Assistant Director

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street N.W.

 Washington, D.C. 20549

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 Ms. Hayes:

This letter sets forth the responses of Capital One Financial Corporation (“Capital One” or the “Company”), to the comments by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated July 19, 2011. For your convenience, the text of the Staff’s comments is set forth in bold
below, followed in each case by our response.

 Form 10-K for the Fiscal Year Ended December 31, 2010

Item 1. Business

Business Segments, page 2

1.
Please revise your description in Commercial Banking to better define the phrase “middle market customers” in your periodic and annual reports.

 Response:

 In
future filings, we will enhance our disclosures to better define what we consider as our “middle market customers.” Our enhanced disclosures will clarify that our middle market customers are typically commercial and industrial companies
with annual revenues between $10 million to $1.0 billion.

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 2

 Deposit and Deposit Insurance, page 5

2.
We note that “[a]bsent any action that management may take to minimize deposit insurance assessments, the Bank’s assessments will increase significantly
starting for the period beginning on April 1, 2011.” Please provide us with draft disclosure to be included in future filings that quantifies the increased assessment.

Response:

 Capital One has reassessed the
potential impact of the new deposit insurance assessment rules referenced in our Form 10-K for the year ended December 31, 2010 (our “2010 Form 10-K”), that went into effect on April 1, 2011. We plan to include draft disclosure
in our upcoming Form 10-Q for the quarterly period ended June 30, 2011 (our “Second Quarter 10-Q”), which we expect to file on or about August 5, 2011, as follows:

The Dodd-Frank Act required the FDIC to change the deposit insurance assessment base from deposits to average consolidated total assets
minus average tangible equity. The FDIC recently finalized rules to implement this change and to modify significantly how deposit insurance assessment rates are calculated for those banks with assets of $10 billion or greater, which rules went into
effect on April 1, 2011. After taking into account planned actions by management intended to minimize the financial impact of the FDIC assessment changes, we do not anticipate that the Banks’ assessments for 2011 will increase by a
significant amount.

 Supervision and Regulation

 Heightened Prudential and Other Requirements under the Dodd-Frank Act, page 4

3.
We note your disclosure the Dodd-Frank Act imposes new, more stringent standards and requirements with respect to certain activities, including proprietary trading
(under the “Volcker Rule”). We also note your disclosure on page 170 that net gains and losses on your investment securities portfolio and “certain trading activities” are included in your Other operating segment. Although it is
not clear from your disclosures whether you do participate in proprietary trading activities, the disclosure on page 170 seems to allude to the fact that you may. We believe that separate quantification of your proprietary trading revenues will
provide useful information to allow readers to understand the significance of your proprietary trading activities to your overall results of operations and to more clearly understand the impact that the Volcker Rule and its limitations on
proprietary trading activities is expected to have on your business going forward. Accordingly, please revise your future filings to separately discuss the following:

•

 Clarify whether you do or do not participate in proprietary trading activities.

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 3

 Response:

 The final regulations implementing the Volcker Rule, which have not yet been issued, will include clarifications to the definition of proprietary trading and distinctions between permitted and prohibited
activities. Based on our present interpretation of the definition of proprietary trading in the Volcker Rule, we do not presently believe that we participate in proprietary trading activities that would be prohibited under the Volcker Rule.

•

 Clearly define what you consider to represent proprietary trading activities and discuss changes you plan to implement, or have implemented,
as a result of future prohibitions or limitations on this type of activity in the future.

 Response:

As noted above, we do not presently believe we participate in proprietary trading activities that would be prohibited under the Volcker Rule. As a result,
we do not anticipate changes to the conduct of our businesses as a result of the future prohibitions or limitations on proprietary trading activities.

•

 Disclose your revenues earned from proprietary trading activities.

Response:

 As noted above, we do not presently
believe we participate in proprietary trading activities that would be prohibited under the Volcker Rule.

•

 Clearly identify aspects of your business that are similar to but excluded from your definition of “proprietary trading” for these
purposes, and specifically disclose how you differentiate such activities. Tell us the extent to which you believe it is possible that such activities will be scoped into the final regulatory definition of proprietary trading.

 Response:

 An
important scope issue related to the Volcker Rule is whether the prohibitions on proprietary trading should apply to non-trading positions such as those employed by commercial banks in their normal asset-liability management (ALM) activities. We
presently believe that the “permitted activities” exceptions to the Volcker Rule, particularly those for risk-mitigating hedging and transacting in government securities, should be interpreted in a manner that does not require us to
materially alter our ALM activities. In January 2011, the Financial Stability Oversight Council provided recommendations on the implementation of the Volcker Rule that supported our view that ALM activities should be treated as permitted activities.

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 4

•

 Discuss the expected effects of the Volcker rule on your business units that sponsor or invest in private equity or hedge funds, if
applicable. Clearly identify the extent to which such activities have been terminated or disposed of as well as the steps you plan to take to terminate or dispose of the rest of these components.

Response:

 We expect to be required under the
Volcker Rule to dispose of certain investments in private equity or hedge funds acquired with our past bank acquisitions. However, we do not have any business units that engage in sponsoring or investing in private equity or hedge funds to any
material extent and, as a result, the prohibition on such investments is not expected to have a material effect on the Company. For the Staff’s reference, we currently anticipate that the value of our private equity and hedge fund investments
that may not be permissible under the Volcker Rule will be approximately $150 million. We are considering options to exit or restructure these investments.

 Item 1A. Risk Factors

4.
We note that the increase in reported net income in 2010 “was largely attributable to a substantial reduction in the provision for loan and lease losses.”
Please provide us with a draft of a risk factor to be included in future filings that clearly discloses that the reduction in the provision for loan and lease losses is a significant driver of net income and that this level of net profit may not be
sustainable.

 Response:

 We have carefully considered the Staff’s comment and believe that, in light of the specific facts involved with respect to our 2010 net income, our existing disclosures adequately identify the
reduction in our provision for loan and lease losses as a factor that contributed to the significant increase in our net income for 2010 over 2009. We respectfully believe that it would not be appropriate to give greater prominence to this one
variable based on one year’s experience under somewhat unique circumstances (including the significant increases in our provision in prior periods) given that, in any given year, any number of factors that are addressed in our existing risk
factors could be the primary driver of changes, either positive or negative, to our net income. As noted below, we discuss the effect of our 2010 provision for loan and lease losses in numerous places in the MD&A of our 2010 Form 10-K,
highlighting that in 2010, on a year-

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 5

over-year basis, its reduction was a driver for the increase in net income and was attributable to the extraordinary credit environment. In addition, we underscore in our disclosures that
our provision and related allowance are estimates of inherent losses that are subject to significant uncertainty and may increase or decrease due to a variety of factors.

 As the Staff has noted, the Financial Highlights in our “Executive Summary and Business Outlook” in our MD&A begin on page 25 of our 2010 Form 10-K with disclosure stating that the increase
in our 2010 net income was largely attributable to a substantial reduction in our provision for loan and lease losses. This statement is discussing a year-over-year change. That disclosure is followed by a statement of our then current expectations
for 2011, including the statement on page 27 that “we expect that charge-offs will continue their downward trend, although the pace of the allowance releases of 2010 is likely to abate during 2011.” As well, our discussion of our critical
accounting policies and estimates states on page 30 that “our estimation process [used to determine our allowance for loan and lease losses] is subject to risks and uncertainties, including a reliance on historical loss and trend information
that may not be representative of current conditions and indicative of future performance.”

 In addition, our 2010 Form 10-K addresses
our provision for loan and lease losses in a number of other places. In “Consolidated Results of Operations Financial Performance—Provision for Loan and Lease Losses” on page 38, we explain that our provision in each period is driven
by charge-offs as well as the level of allowance that we determine is necessary to provide for probable credit losses. We underscore again that the significant decrease in our provision expense in 2010 was attributable to reduced charge-offs and
continued improvement in credit performance, as well as a reduction in our loan portfolio balance. As we note on page 61 of our 2010 Form 10-K, “[t]he provision for loan and lease losses, which is charged to earnings, reflects credit losses we
believe have been incurred and will eventually be reflected over time in our charge-offs.”

 Although the significant reduction in our
provision for loan and lease losses in 2010 was a significant factor contributing to the increase in net income, our net income can increase or decrease on a year-over-year basis due to a variety of factors. The extraordinary credit environment in
2008 and 2009 resulted in elevated provisions for loan and lease losses. We subsequently reported reduced provisions in 2010 as the credit environment improved, and those reductions helped to drive an increase in net income from 2009 to 2010.
However, we do not believe that this fairly unique circumstance, which was preceded by a significant increase in our provision for loan and lease losses from 2007 to 2008 (which, as we disclosed on page 39 of our Form 10-K for the year ended
December 31, 2008, was a significant event contributing to our net loss in 2008), has led investors to expect similar increases in net income on a year-over-year basis.

 Moreover, the extent to which our net income increases or decreases in any one year is subject to many different factors. We address these factors and any known trends or uncertainties regarding them in
our MD&A. We believe that these disclosures adequately describe the components, factors, trends and drivers for our provision for loan and lease losses and our

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 6

allowance. As well, we believe that our Risk Factors adequately identify the range of factors that can cause our results to vary from year to year. With respect specifically to factors affecting
our provision for loan and lease losses, we state in the Risk Factors in our 2010 Form 10-K on page 13 that our loan and lease losses may impact our net income and that releases from allowances may cause net income to increase:

The credit quality of our portfolio can have a significant impact on our earnings. We allow for and reserve against credit risks based on
our assessment of credit losses inherent in our loan portfolios. This process, which is critical to our financial results and condition, requires complex judgments, including forecasts of economic conditions. We may underestimate our inherent losses
and fail to hold a loan loss allowance sufficient to account for these losses. Incorrect assumptions could lead to material underestimates of inherent losses and inadequate allowance for loan and lease losses. In addition, our estimate of inherent
losses impacts the amount of allowances we build to account for those losses. The increase or release of allowances impacts our current financial results.

 Compliance with New and Existing Laws and Regulations May Increase our Costs…, page 12

5.
Please provide us with draft disclosure to be included in future filings that quantifies the impact to your revenues resulting from the limit on interchange fees.

 Response:

 We
plan to include the following draft disclosure in our Second Quarter 10-Q:

 On June 29, 2011, the Board of Governors of
the Federal Reserve System adopted a final rule and an interim final rule implementing the portion of the Dodd-Frank Act that limits interchange fees received by a debit card issuer. The final rule limits interchange fees per debit card transaction
to $.21 plus five (5) basis points of the transaction amount and provides, through the interim final rule, for an additional $.01 fraud prevention adjustment to the interchange fee for issuers that meet certain fraud prevention requirements. If
interchange fees are set at the maximum amount allowed by the rule and we receive the fraud prevention adjustment, we estimate that our debit interchange revenue will decline by approximately $[XX] in 2012, without taking into account any actions we
may take to offset this decline.

 Suzanne Hayes

 U.S. Securities and Exchange Commission

 July 29, 2011

 Page
 7

 We May Experience Increased Losses Associated with Mortgage Repurchases and Indemnification
Obligations, page 14

6.
Please provide us with draft disclosure and revise your future filings to add specific quantifications to this risk factor indicating what your reasonably possible
loss was for mortgage repurchases and indemnification obligations as of the period. Please also disclose that you do not have complete information about the underlying credit performance of mortgages sold to others that you do not service, and
quantify the original principal balance of mortgage loans that fall into th