September 20, 2024

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

       Re: Capital One Financial Corporation
           Amendment No. 2 to Registration Statement on Form S-4
           Response dated September 3, 2024
           File No. 333-278812
Dear Richard D. Fairbank:

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

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe the 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.

Response Dated September 3, 2024
Amendment No. 2 to Registration Statement on Form S-4
Recent Developments
Discover Card Misclassification, page 17

1.     We note the response to prior comment 3 discussing the control
deficiencies identified in
       connection with Discover   s card product misclassification matter.
Please respond to the
       following:
           The response indicates that Discover management determined that
there was a
              design deficiency in internal controls over financial reporting
in that Discover did
           not have a control to review that cards issued by Discover Bank were
appropriately
           tiered in compliance with the Program Documents.    Please clarify
if only a single
           design deficiency was identified, and if the deficiency relates to
all cards issued and
           the tiering of such cards. If so, please provide additional
information to support
           Discover's conclusion or otherwise explain in further detail all the
control deficiencies
 September 20, 2024
Page 2

           identified.
             The evaluation of the control deficiency does not discuss (i) the
potential magnitude
           of the error, as it appears Discover's analysis is primarily focused
on the actual size of
           the errors identified and (ii) the consideration of qualitative
factors in evaluating the
           severity of the control deficiency. Please provide us with an
analysis that considers
           these components.
             The response indicates that there are other mitigating factors and
compensating
           controls that could identify and prevent a material misstatement in
the merchant
           discount and interchange revenue line item. Please provide a
detailed response
           describing these controls including the level of precision at which
they operate.
             Please tell us whether Discover's Independent Registered Public
Accounting Firm
           evaluated the assessment of the severity of the control deficiency
and if so, explain
           whether they agree with the assessment and conclusions reached.
             Please provide us with a detailed analysis as to how Discover
evaluated whether a
           deficiency exists within the entity level control components of the
Committee of
           Sponsoring Organization of the Treadway Commission (COSO) Internal
Control
           Integrated Framework (2013) such as risk assessment, monitoring,
etc.

        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