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                            May 16, 2024

       Richard D. Fairbank
       Chief Executive Officer
       Capital One Financial Corporation
       1680 Capital One Drive
       McLean, Virginia 22102

                                                        Re: Capital One
Financial Corporation
                                                            Registration
Statement on Form S-4
                                                            Filed April 19,
2024
                                                            File No. 333-278812

       Dear Richard D. Fairbank:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4

       General

   1.                                                   Please provide us
supplementally with copies of any written materials that either
                                                        Centerview or PJT
Partners provided the Capital One and Discover boards, respectively,
                                                        in connection with
their fairness opinions.
       Q: What will Discover stockholders receive in the mergers, page 4

   2.                                                   Please disclose here
the aggregate number and the aggregate value of the Capital One
                                                        ordinary shares that
Discover shareholders will receive pursuant to the merger agreement.
                                                        Provide similar
disclosure in the Summary.
 Richard D. Fairbank
FirstName
Capital OneLastNameRichard  D. Fairbank
            Financial Corporation
Comapany
May        NameCapital One Financial Corporation
     16, 2024
May 16,
Page 2 2024 Page 2
FirstName LastName
Prospectus Summary, page 15

3.       Please revise your disclosure in this section to include a summary
describing the
         combined company and, in an appropriate section of your prospectus, a
more detailed
         discussion of combined company, including for example:
             the management of the combined company;
             the combined company's market share of the credit card issuer
business; and
             reasonably likely changes to the regulatory framework.
4.       We note that you disclose on page 60 that the ability to acquire and
grow Discover's
         payment network to be competitive with the largest competitors was one
of the key factors
         considered by Capital One's board in approving the merger. We note
that in investor
         presentations, including the presentation on February 20, that Capital
One's leadership has
         highlighted the importance of the Discover network to the success of
the transaction and
         the combined company's future plans. Revise this section to address,
in some detail, the
         competitive landscape among the major payment networks, both before
and after the
         merger. In particular, if either of the merger partners is currently
dependent on a potential
         competitor, please briefly explain that dependency.
Recent Developments, page 16

5.       We note that Discover has increased its liability, relating to the
card product
         misclassification, to $1.2 billion as of March 31, 2024, which
included recognizing an
         additional charge to other expense for the three months ended March
31, 2024. We also
         note disclosure, included in Footnote 26 of Discover's Form 10-K for
the year ended
         December 31, 2023, summarizing the prior period impacts for the amount
recognized
         through December 31, 2023. Please provide us with a materiality
analysis summarizing
         the impact of the card product misclassification to Discover   s prior
period reported
         information based on the updated estimated liability of $1.2 billion
as of March 31, 2024.
         Include a detailed quantitative and qualitative discussion of factors
considered by
         impacted reporting period, including the current period.
6.       In regards to classification of the incremental charge to other
expense, please revise your
         disclosures to provide additional clarity to the description,
characterization and nature of
         the charges in the statement of income. To the extent that there are
multiple components
         (e.g., legal, regulatory, merchant liability, other, etc.) included
within the total amount,
         provide additional disclosure disaggregating and quantifying those
components.
Risk Factors, page 30

7.       We note the reference on page 17 to the    card misclassification
reserve.    We also note
         Discover's disclosure beginning on page 28 of its Quarterly Report on
Form 10-Q for the
         quarter ended March 31, 2024 discussing the impact of remediation
efforts of the
         merchant card product misclassification, including an additional $799
million in total
         reserved expenses. Please revise to add a risk factor that provides a
summary of the
 Richard D. Fairbank
FirstName
Capital OneLastNameRichard  D. Fairbank
            Financial Corporation
Comapany
May        NameCapital One Financial Corporation
     16, 2024
May 16,
Page 3 2024 Page 3
FirstName LastName
         material ongoing litigation and investigation related to the
misclassification matter and
         how it might impact the combined company if the merger is approved.
Discuss any factors
         that could materially impact the total amount necessary to resolve
legal and regulatory
         liabilities, as well as factors that might make the ultimate amount
difficult to estimate.
8.       We note that the merger of Capital One and Discover will create a
merged entity with
         approximately $645.9 billion in assets that is approaching the $700
billion threshold for a
         Category II bank under Section 165(d) of the Dodd-Frank Act. We note
that possible
         changes to regulatory requirements as a larger bank are referenced
among other forward-
         looking statements on pages 27 and 28. Please revise the first full
risk factor on page 32 or
         where appropriate to clarify the impact becoming a Category II bank
would have on the
         surviving entity including the regulatory implications, heightened
capital requirements,
         etc.
9.       We note that Discover's ongoing remediation of the misclassification
issue was one of the
         factors that Capital One's board considered. We also note that the
issue, and related FDIC
         consent orders, appear to have the potential to impact the combined
company after the
         completion of the merger. Add a risk factor that discusses the ongoing
remediation and
         compliance efforts by Discover and the extent to which Capital One may
have ongoing
         governance and performance obligations and may be exposed to potential
liability after
         the merger.
10.      We note that one of the synergies that the combined companies expect
to accrue is the
         expansion of the use of the PULSE network for Capital One debit cards.
We also note that
         currently Discover is not subject to interchange fee limitations that
apply to debit card
         transaction fees for other financial institutions. Please add a risk
factor that clarifies the
         extent to which the combined companies' ability to realize the
expected synergies could be
         impacted by any limitation of the current interchange fee exception.
Integrating Discover's business into Capital One may be more difficult, page 31

11.      Given the significance of payment networks in facilitating
transactions and the potential
         operational synergies of leveraging Discover's network, please revise
this risk factor to
         clarify any factors that might hinder Capital One's post-merger
flexibility in migrating its
         debit and credit cards to Discover's payment network, including any
existing contractual
         agreements, regulatory provisions or compliance obligations. In
addition, please discuss
         the extent to which you would remain dependent on a competitor   s
payment network
         during such migration.
Regulatory approvals may not be received, may take longer, page 32

12.      Please revise this risk factor to include a detailed discussion of the
potential risks and
         uncertainties associated with obtaining regulatory approval, including
any impact
         of recent regulatory actions. As nonexclusive examples, we note the
recent extension of
         the public comment period by the Federal Reserve and the Office of the
Comptroller of
         the Currency in advance of scheduled hearings on the merger.
 Richard D. Fairbank
FirstName
Capital OneLastNameRichard  D. Fairbank
            Financial Corporation
Comapany
May        NameCapital One Financial Corporation
     16, 2024
May 16,
Page 4 2024 Page 4
FirstName LastName
The shares of Capital One common stock to be received by Discover, page 37

13.      This risk factor does not discuss any particular risks to Discover
shareholders due to the
         differences in the shareholder rights that they currently enjoy and
those of Capital One
         shareholders. To the extent that there are particular differences that
either party believes
         creates a risk, revise this risk factor to highlight the differences
and their possible impact
         on Discover shareholders.
Background of the Mergers, page 54

14.      Please revise and expand your background discussion to provide more
detailed disclosure
         regarding key negotiation considerations and how they changed over
time. As a non-
         exclusive example, we note that after Capital One determined not to
pursue the transaction
         with Discover, Mr. Crawford subsequently called Mr. Maheras indicating
that Capital One
         would be interested in resuming discussions. However, it is unclear
why Capital One
         decided to resume negotiations. The Background also states that Mr.
Crawford presented a
         proposal for a fixed exchange ratio of 1.0192, and Mr. Maheras
indicated that "he would
         further discuss Capital One   s updated proposed terms and the
prospect of resuming
         discussions toward a potential transaction with the Discover board of
directors." Other
         than the exchange ratio, you do not identify which other proposed
terms were discussed or
         which party proposed such terms. Similarly, you indicate that, between
February 13, 2024
         and February 18, 2024, the parties continued their due diligence
meetings and negotiation
         of the terms of the potential transaction; however, you do not
identify proposed terms
         discussed or how they evolved to be part of the final proposed
transaction. As another
         non-exclusive example, you refer to    additional inquiries    and
actionable inquiries    on
         page 55 but do not describe them or explain why they were not pursued.
15.      We note that in the November 22, 2023 meeting, the Discover director
subgroup selected
         Morgan Stanley and PJT Partners to provide financial advice. However,
it is not clear
         what, if any, further service that Morgan Stanley provided in the rest
of the narrative.
         Please clarify whether Morgan Stanley withdrew, or provided any advice
to the Discover
         board or director subgroup, including any participation in the
meetings that considered
         and approved the merger agreement.
Capital One's Reasons for the Mergers, page 60

16.      We note that one of the potential risks the Capital One board
evaluated in its decision to
         recommend the merger with Discover was that "...Discover   s
regulatory and compliance
         issues, including potential complications and costs relating to
Discover   s publicly
         disclosed card product misclassification issue, are more difficult or
more expensive to
         resolve than currently expected." We further note that Discover
disclosed on page 28 of its
         Form 10-Q that it is in discussion with regulators and the SEC
regarding the credit card
         misclassification. Discover also disclosed that it has been named as a
defendant in several
         lawsuits and believes additional material losses from these actions
are probable. However,
         Discover also states on the same page that it is unable to make a
reasonable estimate of
 Richard D. Fairbank
FirstName
Capital OneLastNameRichard  D. Fairbank
            Financial Corporation
Comapany
May        NameCapital One Financial Corporation
     16, 2024
May 16,
Page 5 2024 Page 5
FirstName LastName
         such losses. Please revise your disclosure to state whether the
Capital One board
         considered the fact that Discover is unable to make a reasonable
estimate of such losses in
         arriving at its recommendation.
Opinion of Capital One's Financial Advisor, page 65

17.      Please revise to clarify how the discount rates for Capital One and
Discover were
         determined, including the inputs and assumptions underlying the
different discount rates
         used.
Opinion of Discover's Financial Advisor, page 74

18.      We note the disclosure on page 86 that the standalone analysis of
Discover does not
         reflect the proposed sale of the student loan portfolio. Please
clarify why PJT Partners
         chose not to model the value of Discover assuming the sale of the
student loan
         portfolio. Please clarify whether this assumption impacted the
analysis performed by PJT
         Partners, including the dividend discount analysis.
19.      Please revise to clarify how the discount rates for Discover and
Capital One were
         determined, including the inputs and assumptions underlying the
different discount rates
         used.
20.      We note the disclosure on page 82 that PJT Partners has not received
compensation from
         Discover in the last two years, and that PJT Partners received
compensation from a
         creditor group of which Capital One was a member. Please confirm our
understanding that
         the advice to the creditor group was the only business arrangement
with Capital One
         during the last two years. Also, revise the disclosure to state the
amounts paid to PJT
         Partners for all services provided to Capital One and its affiliates,
including to the creditor
         group, or provide your analysis as to why disclosing the compensation
does not fall under
         Item 1015(b)(4) of Regulation M-A.
Certain Unaudited Prospective Financial Information, page 82

21.      Please revise to clarify the assumptions underlying the figures
provided:
             in the table on page 84;
             in the two tables on page 85; and
             in the table on page 86.
22.      We note that on page 86, PJT Partners's standalone analysis did not
reflect the proposed
         sale of the student loan portfolio. Please revise your disclosure to
clarify why it was not
         included.
Certain Estimated Synergies Attributable to the Mergers, page 86

23.      You disclose the anticipated "network and expense synergies" from
combining the
         businesses of Capital One and Discover. Please revise to include a
brief description of
         how you calculated such cost savings, to the extent practicable, and
discuss the
 Richard D. Fairbank
Capital One Financial Corporation
May 16, 2024
Page 6
         assumptions underlying any material projected synergies. Also, address
the extent to
         which these synergies contemplate the increased non-interest expenses
necessary for
         Discover, and Capital One, to meet the requirements of the consent
order with the FDIC.
         In addition, we note your disclosure here and on page 31 that you
expect to incur
         substantial costs related to the mergers and integration following the
completion of the
         mergers. Please provide an estimate of the expected merger costs and
integration costs.
         Please clarify if the term "network and expense synergies" includes
the    revenue
         synergies    referenced elsewhere in this registration statement and,
if so, please provide
         similar disclosure as for the cost savings referenced above.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 127

24.      We note your disclosure that the pro forma financial information does
not reflect any
         transaction accounting adjustments related to a potential sale of
Discover   s private student
         loan portfolio as the merger is not contingent on the disposition of
the student loan
         portfolio. Please revise your disclosures here or elsewhere, as
appropriate, to provide an
         update on management   s intent and plans to sell the student loan
portfolio and include
         disclosure quantifying the approximate amount of assets and revenues
associated with the
         portfolio.
25.      Please revise to provide a discussion of actions to be taken by
management, if any, in
         regard to business integration activities, such as termination of
leases and office space
         including any planned termination of employees and/or the closing of
facilities or any
         other integration activities, as well as addressing how these
activities are expected to
         impact the results of operations and financial condition liquidity of
the newly combined
         company moving forward.
Note 3 - Preliminary Purchase Price Allocation, page 135

26.      We note your disclosure that a pro forma adjustment is not reflected
for the conversion of
         certain equity awards because the impact of the replacement stock
compensation awards
         and change in control payments are immaterial. Please tell us how you
determined that the
         adjustment is immaterial for inclusion. In this regard, we note that
the Golden Parachute
         Compensation on page 93 totals approximately $62.7 million.
Note 4 - Adjustments to the Unaudited Pro Forma Condensed, page 137
FirstName LastNameRichard D. Fairbank
27.    Please revise your disclosures to provide a more fulsome explanation and
details,
Comapany    NameCapital
       including            Oneof
                   calculation,  Financial Corporation
                                   the ($2.9) billion adjustment to Other
Assets, as described in note
May 16,4(g)(ii), for estimated
         2024 Page    6         deferred income taxes.
FirstName LastName
 Richard D. Fairbank
FirstName
Capital OneLastNameRichard  D. Fairbank
            Financial Corporation
Comapany
May        NameCapital One Financial Corporation
     16, 2024
May 16,
Page 7 2024 Page 7
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Michael Henderson at 202-551-3364 or Marc Thomas at
202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Finance
cc:      Brandon C. Price