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                                                             August 6, 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
           Filed July 26, 2024
           File No. 333-278812
Dear Richard D. Fairbank:

       We have reviewed 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.

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

1.     Please provide a more detailed explanation of the card product
misclassification matter,
       including the cause, when it was first identified in the organization,
how it was identified,
       and who identified it. Describe the significant terms of the contractual
arrangements to
       which the card product misclassification matter relates, including the
rights and
       obligations of the parties. Specifically address circumstances when
there is a breach,
       default, or billing dispute under the contract.
2.     Tell us when you first determined that your financial statements
contained errors related
       to the card product misclassification matter. Describe each error in
further detail and the
       relevant accounting literature considered.
3.     Please tell us what control deficiencies were identified in connection
with the card
       product misclassification matter and explain whether the deficiencies
related to the design
       or operating effectiveness of the controls. Additionally, please
explain:
 August 6, 2024
Page 2

             how you assessed the severity of each control deficiency and
describe the factors that
           affected the magnitude of the misstatement that might result from
the control
           deficiencies, including (i) the total monetary amount of the
transactions exposed to
           the deficiency and (ii) the volume of activity in the class of
transactions exposed to
           the deficiency; and
             your plans to remediate the identified control deficiencies and
the status of the
           remediation efforts.
4.     We note your assertion that the card product misclassification relates
to revenue
       recognized under ASC 606. Provide a more fulsome explanation of the
errors that existed
       in your application of ASC 606 and, by reference to the steps within ASC
606, how you
       quantified the ASC 606 error corrections. Include in your response, but
do not limit it to,
       the points below. To the extent that there are different types of
contracts or customers to
       which the ASC 606 errors relate, tailor your response to address those
differences. Include
       specific citation to ASC 606 as necessary to explain your error
correction.
           Identify for which of the five steps within ASC 606 your initial
accounting was in
           error.
           Clarify and describe the unit of account within Step 1 of ASC 606
(e.g., a single
           contract, combined contracts, etc.) to which the errors relate,
describe each of the
           performance obligations within that contract, and identify the
specific performance
           obligation(s) to which the errors relate.
           For the contracts identified in Step 1 of ASC 606 to which the error
relates, explain
           how in both your initial and corrected accounting you determined
transaction price
           and allocated it to the performance obligations within the contract,
explicitly
           identifying the differences between your initial and corrected
accounting.

        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 Amit Pande at
202-551-3423 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
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