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By stacking layers of convolution and nonlinearity, convolutional networks (ConvNets) effectively learn from lowlevel to high-level features and discriminative representations. Since the end goal of large-scale recognition is to delineate complex boundaries of thousands of classes, adequate exploration of feature distributions is important for realizing full potentials of ConvNets. However, state-of-the-art works concentrate only on deeper or wider architecture design, while rarely exploring feature statistics higher than first-order. We take a step towards addressing this problem. Our method consists in covariance pooling, instead of the most commonly used first-order pooling, of highlevel convolutional features. The main challenges involved are robust covariance estimation given a small sample of large-dimensional features and usage of the manifold structure of covariance matrices. To address these challenges, we present a Matrix Power Normalized Covariance (MPNCOV) method. We develop forward and backward propagation formulas regarding the nonlinear matrix functions such that MPN-COV can be trained end-to-end. In addition, we analyze both qualitatively and quantitatively its advantage over the well-known Log-Euclidean metric. On the ImageNet 2012 validation set, by combining MPN-COV we achieve over 4%, 3% and 2.5% gains for AlexNet, VGG-M and VGG-16, respectively; integration of MPN-COV into 50-layer ResNet outperforms ResNet-101 and is comparable to ResNet-152. The source code will be available on the project page: http://www.peihuali.org/MPN-COV.