June 21, 2006
Mail Stop 4561

By U.S. Mail and facsimile to (212) 225 3999

John G. Finneran, Jr., Esq.
General Counsel and Corporate Secretary
Capital One Financial Corporation
1680 Capital One Drive
McLean, VA  22102

      Re:      Capital One Financial Corporation
      Amendment Number One to Registration Statement on Form S-4
      Filed on June 8, 2006
                        File Number 333-133665

Dear Mr. Finneran:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review 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.

Summary, pages 9-10
1. We note that our prior comment number 5 requests revising the
disclosure regarding principal executive officers of Capital One,
in
addition to those of North Fork Bank; however, we did not see
revised
disclosure regarding Richard Fairbank, Gary Perlin, Catherine West
and others listed on your Form 14A filed on March 23, 2006.
Please
revise to include them as part of your disclosure about their
remuneration, the nature of the agreements and the total amount of
compensation in connection with the merger, or confirm that the
merger does not affect them in this regard.
In addition, we also note the amounts of gross-ups for income and
excise taxes.  Please revise to disclose the amounts on which the
income and excise taxes are based for each officer.

Capital One and North fork Executive Officers, page 24
2. We note your response to prior comment number 9.   Please
revise
to include the aggregate amount to be received by executive
officers
as a result of the merger as part of your disclosure on risk
factors.

Item 21. Exhibits and Financial Statement Schedules
3. We note your response to prior comment number 3.  Please
confirm
that when you say the General Corporation Law of the State of
Delaware in Exhibit 5 that you include the decisions and
interpretations of the courts of the State of Delaware.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

            In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Amanda Roberts at (202) 551-3417 or Lisa
Haynes
at (202) 551-3424 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tim
Geishecker at (202) 551-3422 or me at (202) 551-3419 with any
other
questions.

Sincerely,



Christian Windsor

Special Counsel

cc:	Victor I. Lewkow, Esq.
	Christopher E. Austin, Esq.
	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
      New York, New York 10006