January 3, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Attention: |
|
| Robert Arzonetti |
| Christian Windsor |
| Re: | Capital One Financial Corporation |
| Registration Statement on Form S-4 |
| File No. 333-278812 |
| Request for Effectiveness |
Dear Messrs. Arzonetti and Windsor:
Reference is made to the Registration Statement on Form S-4 (File No. 333-278812) filed by Capital One Financial Corporation (“Capital One”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 19, 2024, as amended on June 14, 2024, July 26, 2024, December 23, 2024 and January 3, 2025 (the “Registration Statement”).
Capital One hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on January 6, 2025, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.
Please contact Brandon C. Price at (212) 403-1367 or bcprice@wlrk.com or Matthew M. Guest at (212) 403-1341 or MGuest@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Price or Mr. Guest when this request for acceleration of effectiveness of the Registration Statement has been granted.
[Signature Page Follows]