<PAGE>

     As filed with the Securities and Exchange Commission on August 6, 1999
                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        CAPITAL ONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

          Delaware                                            54-171854
(State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                                   ---------

                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                                   ----------

                        CAPITAL ONE FINANCIAL CORPORATION
                            1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   ----------

                           JOHN G. FINNERAN, JR., Esq.
                     Senior Vice President, General Counsel
                             and Corporate Secretary
                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                                 (703) 205-1000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Security  Amount to be Proposed Maximum Proposed Maximum   Amount of
to be Registered    Registered   Offering Price     Aggregate     Registration
                                   Per Unit (2)    Offering Price       Fee
-----------------  ------------ ---------------- ---------------- --------------
Stock Options (1)     850,000       $22.5833       $19,195,805      $5,336.44
=================  ============ ================ ================ ==============

(1) Represent  options  to  purchase  shares  of  common  stock,  $.01 par value
    ("Common  Stock"),  of the Registrant  issuable under the Registrant's  1994
    Stock  Incentive Plan (the "Plan") in  consideration  for the agreement of a
    recipient to forgo certain potential incentive  compensation  payments.  The
    shares of Common  Stock  issuable  upon the  exercise  of the Stock  Options
    either were  registered  previously  under the  Securities  Act of 1933,  as
    amended,  pursuant to Registration  Statement 333-78067 (dated May 7, 1999),
    or will be registered before the Stock Options are exercised.

(2) Purchase price of the Stock Options registered for sale under the Plan.

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,   heretofore  filed  by  Capital  One  Financial
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"SEC")  pursuant  to the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"), are incorporated by reference in this  Registration  Statement,
except as superseded or modified as described herein:

(a)  The Registrant's Annual Report on Form 10-K for the year ended December 31,
     1998.

(b)  The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 1999.

(c)  The Registrant's Current Reports on Form 8-K, dated January 19, 1999, April
     15, 1999, April 30, 1999, May 5, 1999 and July 15, 1999.

(d)  The  Registrant's  Proxy Statement on Schedule 14A dated March 20, 1999 for
     its 1999 Annual Meeting provided, however, that the information referred to
     in Item  402(a)(8) of Regulation  S-K  promulgated  by the SEC shall not be
     deemed to be specifically incorporated by reference herein.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents. Any statement contained in any
such  incorporated  document  shall be deemed to be modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
in any other incorporated  document  subsequently filed (or in this Registration
Statement,  with respect to an  incorporated  document filed prior to the filing
hereof),  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     The  Board  of  Directors  of  the  Registrant  has  approved,   under  the
Registrant's  1994 Stock  Incentive Plan (the "Plan"),  a  Supplemental  Special
Option Program under which eligible  employees in "Tier 3" and "Tier 4" who were
hired or  promoted  after  April  29,  1999 and on or before  July 22,  1999 are
entitled to elect to forgo certain potential incentive compensation payments and
receive  in  consideration  stock  options  issued  under the Plan  (the  "Stock
Options").  Each Stock  Option will  entitle  the holder to  purchase  shares of
Common Stock at an exercise  price per share equal to the higher of (i) the fair
market  value (as defined by the Plan) of the common  stock on April 29, 1999 or
(ii) the fair market  value (as defined by the Plan) of the Common  Stock on the
date of grant.  Each  Stock  Option  will  expire on April  29,  2009.  Upon the
termination  of employment of the holder,  the Stock Option will be forfeited if
not then vested and the Stock  Option will remain  exercisable  (if vested) only
for a period of three months from the date of  termination,  except that, in the
event of the death of the holder or the  termination of the holder's  employment
due to disability,  the Stock Option,  to the extent that it was  exercisable on
the date of such death or termination,  shall remain exercisable for a period of
one year (but in each case not beyond April 29, 2009).

     The Stock  Options  will vest if the value of the  Common  Stock  attains a
preestablished market price target on or before June 15, 2002, as more fully set
forth in the Stock Option  agreements.  If the option does not vest as set forth
above,  it will vest in full on April 29, 2008.  Notwithstanding  these  vesting
rules, unless previously terminated, all options will become fully vested upon a
Change of Control (as defined by the Plan).

     Generally,  the Stock Options are nontransferable  except by will or by the
laws of descent and distribution and, during the lifetime of an employee, may be
exercised only by the employee.  However, a Tier 3 employee may transfer a Stock
Option to (i) the spouse,  children or (with  respect to employees in the United
States only) grandchildren of the Tier 3 employee  ("Immediate Family Members"),
(ii) a trust or trusts for the  exclusive  benefit of the  employee  and/or such
Immediate  Family  Members,  or (iii) a partnership in which the employee and/or
such  Immediate  Family  Members  are  the  only  partners,  provided  that:  no
consideration is paid to the Tier 3 employee in connection with the transfer; in
the event of a  transfer  to an  individual,  the Stock  Option is  exercisable,
during the Tier 3 employee's  lifetime,  only by the transferee or by his or her
guardian or legal  representative;  following  a  transfer,  the Tier 3 employee
retains no right or  reversion  in the Stock  Option (or the  underlying  Common
Stock  upon  exercise)  and has no right to alter or amend the  Stock  Option or
revoke  the  transfer;  and  subsequent  transfer  of the  Stock  Option  by the
transferee  (excluding  transfers  by  will  or  by  the  laws  of  descent  and
distribution) is prohibited.  Following transfer,  a Stock Option generally will
continue to be subject to the same terms and  conditions  as were  applicable to
the Stock Option immediately before transfer.

     Under  the  Plan,  in  the  event  of a  stock  dividend,  stock  split  or
combination  of  shares,  spin-off,  recapitalization  or  merger  in which  the
Registrant  is the  surviving  corporation  or other change in the  Registrant's
capital stock,  the number and kind of shares subject to the Stock Options,  the
exercise price and other relevant provisions of the Stock Options are subject to
appropriate  adjustment by the Compensation  Committee of the Registrant's Board
of Directors, whose determination is binding on all persons.

Item 5.  Interests of Named Experts and Counsel.

     John G. Finneran, Jr., Senior Vice President, General Counsel and Corporate
Secretary of the  Registrant,  who has rendered the opinion  attached  hereto as
Exhibit 5, owns approximately 19,071 shares of Common Stock and holds options to
purchase an additional 338,571 shares of Common Stock issued under the Plan.


Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the General  Corporation  Law of the State of Delaware
(the "GCL"), a corporation may indemnify any person who was or is a party, or is
threatened  to be made a party,  to any action,  suit or proceeding by reason of
the fact that he or she is or was a director or officer of such  corporation  if
such person acted in good faith and in a manner he or she reasonably believed to
be in and not opposed to the best interest of the corporation  and, with respect
to a criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe that his or her conduct was  unlawful,  except that,  in the case of any
action  or suit by or in the right of the  corporation,  no  indemnification  is
permitted if the person shall be adjudged liable to the  corporation  other than
indemnification  for such  expenses  as a court shall  determine  such person is
fairly and reasonably entitled to.

     Article XI of the Registrant's  Restated  Certificate of Incorporation  and
Section 6.7 of the  Registrant's  By-laws  provide,  in general,  for  mandatory
indemnification  of directors and officers to the fullest extent  permitted from
time to time by the GCL or any other applicable law, against liability  incurred
by them in proceedings  instituted or threatened  against them by third parties,
or by or on behalf of the  Registrant  itself,  relating  to the manner in which
they performed  their duties unless they have been guilty of willful  misconduct
or of a knowing violation of the criminal law.

     Under Article X of the Registrant's  Restated Certificate of Incorporation,
a director of the Registrant is not  personally  liable to the Registrant or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders,  (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

     The  Registrant  also maintains a directors and officers  insurance  policy
generally  covering  the  activities  for which such  persons  are  entitled  to
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

    Exhibit
     Number         Description                           Reference
     ------         -----------                           ---------

         5          Opinion of Counsel                    Filed herewith

      23.1          Consent of Counsel                    Contained in Exhibit 5

      23.2          Consent of Independent Auditors       Filed herewith

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act").

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b) under the Securities Act if, in the aggregate, the changes
               in volume  and price  represent  no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement.

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or furnished to the  Securities  and Exchange  Commission  by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          thereby,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities registered which remain unsold at the termination of
          the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by  reference in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered thereby, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

<PAGE>

                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Commonwealth of Virginia, on the 6th day of August, 1999.


                                      CAPITAL ONE FINANCIAL CORPORATION




                                      By  /s/ John G. Finneran, Jr.
                                          --------------------------------------
                                          John G. Finneran, Jr.
                                          Senior Vice President, General Counsel
                                           and Corporate Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints David M. Willey and John G. Finneran,  Jr., Esq.
his true and  lawful  attorney-in-fact  and agent,  for him,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stand, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent or his substitute or substitutes  may lawfully do or
cause to be done by virtue hereof.


<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement  has been signed below by the  following  persons in the
capacities indicated below on the 6th day of August, 1999.



         SIGNATURE                                  TITLE



/s/ Richard D. Fairbank
------------------------         Director, Chairman and Chief Executive Officer
Richard D. Fairbank              (Principal Executive Officer)



/s/ Nigel W. Morris
------------------------         Director, President and Chief Operating Officer
Nigel W. Morris


/s/ David M. Willey
------------------------         Senior Vice President, Corporate Financial
David M. Willey                  Management and Treasurer
                                 (Principal Accounting and Financial Officer)


/s/ W. Ronald Dietz
------------------------         Director
W. Ronald Dietz


/s/ James A. Flick, Jr.
------------------------         Director
James A. Flick, Jr.


/s/ Patrick W. Gross
------------------------         Director
Patrick W. Gross


/s/ James V. Kimsey
------------------------         Director
James V. Kimsey


/s/ Stanley I. Westreich
------------------------         Director
Stanley I. Westreich


<PAGE>


                                  Exhibit Index

Exhibit                                                           Sequential
Number                   Description                              Page Number
------                   -----------                              -----------
   5                     Opinion of Counsel                             9

23.2                     Consent of Independent Auditors               10



<PAGE>

[CAPITAL ONE LETTERHEAD]
                                                                       Exhibit 5


                                                  August 3, 1999



Board of Directors
Capital One Financial Corporation
2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia  22042

Gentlemen:

     As  the  General  Counsel  of  Capital  One  Financial   Corporation   (the
"Company"),  I have participated in the preparation of a Registration  Statement
on Form S-8 to be filed with the Securities and Exchange  Commission pursuant to
the  Securities  Act of 1933, as amended (the  "Registration  Statement"),  with
respect  to the offer and sale of stock  options of a maximum  aggregate  dollar
amount of  $19,195,805  ("Stock  Options"),  exercisable  to purchase  shares of
Common Stock, par value $.01 per share, of the Company, to be issued pursuant to
the Capital One Financial  Corporation 1994 Stock Incentive Plan (the "Plan"). I
am familiar with the  Registration  Statement  and have examined such  corporate
documents  and records,  including  the Plan,  and such matters of law as I have
considered appropriate to enable me to render the following opinion.

     On the basis of the foregoing,  I am of the opinion that the Stock Options,
when issued consistent with the terms of the Plan and the related resolutions of
the  Board  of  Directors  and  the  Compensation  Committee,  will  be  binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms and conditions.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement and to the reference to me under the caption  "Interests
of Named Experts and Counsel" in the Registration Statement.


                                                     Very truly yours,

                                                     /s/ John G. Finneran, Jr.

                                                     John G. Finneran, Jr., Esq.
                                                     General Counsel


<PAGE>


                                                                    Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining  to the Capital One Financial  Corporation  1994 Stock
Incentive  Plan of our  report  dated  January  19,  1999,  with  respect to the
consolidated   financial   statements  of  Capital  One  Financial   Corporation
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.



/s/ Ernest & Young, LLP
-----------------------
Washington, D.C.
August 3, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23903}]
{"company-data": {"conformed-name": "CAPITAL ONE FINANCIAL CORP", "cik": "0000927628", "assigned-sic": "6141", "irs-number": "541719854", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84693", "film-number": "99679831"}, "business-address": {"street1": "11013 WEST BOARD STREET", "street2": "STE 1300", "city": "GLENN ALLEN", "state": "VA", "zip": "23060-4525", "phone": "8049671000"}, "mail-address": {"street1": "2980 FAIRVIEW PARK DRIVE SUITE 1300", "city": "FALLS CHURCH", "state": "VA", "zip": "22042"}, "former-company": {"former-conformed-name": "OAKSTONE FINANCIAL CORP", "date-changed": "19940728"}}
As filed with the Securities and Exchange Commission on August 6, 1999
                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        CAPITAL ONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

          Delaware                                            54-171854
(State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                                   ---------

                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                                   ----------

                        CAPITAL ONE FINANCIAL CORPORATION
                            1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   ----------

                           JOHN G. FINNERAN, JR., Esq.
                     Senior Vice President, General Counsel
                             and Corporate Secretary
                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                                 (703) 205-1000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Security  Amount to be Proposed Maximum Proposed Maximum   Amount of
to be Registered    Registered   Offering Price     Aggregate     Registration
                                   Per Unit (2)    Offering Price       Fee
-----------------  ------------ ---------------- ---------------- --------------
Stock Options (1)     850,000       $22.5833       $19,195,805      $5,336.44
=================  ============ ================ ================ ==============

(1) Represent  options  to  purchase  shares  of  common  stock,  $.01 par value
    ("Common  Stock"),  of the Registrant  issuable under the Registrant's  1994
    Stock  Incentive Plan (the "Plan") in  consideration  for the agreement of a
    recipient to forgo certain potential incentive  compensation  payments.  The
    shares of Common  Stock  issuable  upon the  exercise  of the Stock  Options
    either were  registered  previously  under the  Securities  Act of 1933,  as
    amended,  pursuant to Registration  Statement 333-78067 (dated May 7, 1999),
    or will be registered before the Stock Options are exercised.

(2) Purchase price of the Stock Options registered for sale under the Plan.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,   heretofore  filed  by  Capital  One  Financial
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"SEC")  pursuant  to the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"), are incorporated by reference in this  Registration  Statement,
except as superseded or modified as described herein:

(a)  The Registrant's Annual Report on Form 10-K for the year ended December 31,
     1998.

(b)  The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 1999.

(c)  The Registrant's Current Reports on Form 8-K, dated January 19, 1999, April
     15, 1999, April 30, 1999, May 5, 1999 and July 15, 1999.

(d)  The  Registrant's  Proxy Statement on Schedule 14A dated March 20, 1999 for
     its 1999 Annual Meeting provided, however, that the information referred to
     in Item  402(a)(8) of Regulation  S-K  promulgated  by the SEC shall not be
     deemed to be specifically incorporated by reference herein.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents. Any statement contained in any
such  incorporated  document  shall be deemed to be modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
in any other incorporated  document  subsequently filed (or in this Registration
Statement,  with respect to an  incorporated  document filed prior to the filing
hereof),  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     The  Board  of  Directors  of  the  Registrant  has  approved,   under  the
Registrant's  1994 Stock  Incentive Plan (the "Plan"),  a  Supplemental  Special
Option Program under which eligible  employees in "Tier 3" and "Tier 4" who were
hired or  promoted  after  April  29,  1999 and on or before  July 22,  1999 are
entitled to elect to forgo certain potential incentive compensation payments and
receive  in  consideration  stock  options  issued  under the Plan  (the  "Stock
Options").  Each Stock  Option will  entitle  the holder to  purchase  shares of
Common Stock at an exercise  price per share equal to the higher of (i) the fair
market  value (as defined by the Plan) of the common  stock on April 29, 1999 or
(ii) the fair market  value (as defined by the Plan) of the Common  Stock on the
date of grant.  Each  Stock  Option  will  expire on April  29,  2009.  Upon the
termination  of employment of the holder,  the Stock Option will be forfeited if
not then vested and the Stock  Option will remain  exercisable  (if vested) only
for a period of three months from the date of  termination,  except that, in the
event of the death of the holder or the  termination of the holder's  employment
due to disability,  the Stock Option,  to the extent that it was  exercisable on
the date of such death or termination,  shall remain exercisable for a period of
one year (but in each case not beyond April 29, 2009).

     The Stock  Options  will vest if the value of the  Common  Stock  attains a
preestablished market price target on or before June 15, 2002, as more fully set
forth in the Stock Option  agreements.  If the option does not vest as set forth
above,  it will vest in full on April 29, 2008.  Notwithstanding  these  vesting
rules, unless previously terminated, all options will become fully vested upon a
Change of Control (as defined by the Plan).

     Generally,  the Stock Options are nontransferable  except by will or by the
laws of descent and distribution and, during the lifetime of an employee, may be
exercised only by the employee.  However, a Tier 3 employee may transfer a Stock
Option to (i) the spouse,  children or (with  respect to employees in the United
States only) grandchildren of the Tier 3 employee  ("Immediate Family Members"),
(ii) a trust or trusts for the  exclusive  benefit of the  employee  and/or such
Immediate  Family  Members,  or (iii) a partnership in which the employee and/or
such  Immediate  Family  Members  are  the  only  partners,  provided  that:  no
consideration is paid to the Tier 3 employee in connection with the transfer; in
the event of a  transfer  to an  individual,  the Stock  Option is  exercisable,
during the Tier 3 employee's  lifetime,  only by the transferee or by his or her
guardian or legal  representative;  following  a  transfer,  the Tier 3 employee
retains no right or  reversion  in the Stock  Option (or the  underlying  Common
Stock  upon  exercise)  and has no right to alter or amend the  Stock  Option or
revoke  the  transfer;  and  subsequent  transfer  of the  Stock  Option  by the
transferee  (excluding  transfers  by  will  or  by  the  laws  of  descent  and
distribution) is prohibited.  Following transfer,  a Stock Option generally will
continue to be subject to the same terms and  conditions  as were  applicable to
the Stock Option immediately before transfer.

     Under  the  Plan,  in  the  event  of a  stock  dividend,  stock  split  or
combination  of  shares,  spin-off,  recapitalization  or  merger  in which  the
Registrant  is the  surviving  corporation  or other change in the  Registrant's
capital stock,  the number and kind of shares subject to the Stock Options,  the
exercise price and other relevant provisions of the Stock Options are subject to
appropriate  adjustment by the Compensation  Committee of the Registrant's Board
of Directors, whose determination is binding on all persons.

Item 5.  Interests of Named Experts and Counsel.

     John G. Finneran, Jr., Senior Vice President, General Counsel and Corporate
Secretary of the  Registrant,  who has rendered the opinion  attached  hereto as
Exhibit 5, owns approximately 19,071 shares of Common Stock and holds options to
purchase an additional 338,571 shares of Common Stock issued under the Plan.

Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the General  Corporation  Law of the State of Delaware
(the "GCL"), a corporation may indemnify any person who was or is a party, or is
threatened  to be made a party,  to any action,  suit or proceeding by reason of
the fact that he or she is or was a director or officer of such  corporation  if
such person acted in good faith and in a manner he or she reasonably believed to
be in and not opposed to the best interest of the corporation  and, with respect
to a criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe that his or her conduct was  unlawful,  except that,  in the case of any
action  or suit by or in the right of the  corporation,  no  indemnification  is
permitted if the person shall be adjudged liable to the  corporation  other than
indemnification  for such  expenses  as a court shall  determine  such person is
fairly and reasonably entitled to.

     Article XI of the Registrant's  Restated  Certificate of Incorporation  and
Section 6.7 of the  Registrant's  By-laws  provide,  in general,  for  mandatory
indemnification  of directors and officers to the fullest extent  permitted from
time to time by the GCL or any other applicable law, against liability  incurred
by them in proceedings  instituted or threatened  against them by third parties,
or by or on behalf of the  Registrant  itself,  relating  to the manner in which
they performed  their duties unless they have been guilty of willful  misconduct
or of a knowing violation of the criminal law.

     Under Article X of the Registrant's  Restated Certificate of Incorporation,
a director of the Registrant is not  personally  liable to the Registrant or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders,  (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

     The  Registrant  also maintains a directors and officers  insurance  policy
generally  covering  the  activities  for which such  persons  are  entitled  to
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

    Exhibit
     Number         Description                           Reference
     ------         -----------                           ---------

         5          Opinion of Counsel                    Filed herewith

      23.1          Consent of Counsel                    Contained in Exhibit 5

      23.2          Consent of Independent Auditors       Filed herewith

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act").

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b) under the Securities Act if, in the aggregate, the changes
               in volume  and price  represent  no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement.

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or furnished to the  Securities  and Exchange  Commission  by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          thereby,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities registered which remain unsold at the termination of
          the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by  reference in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered thereby, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Commonwealth of Virginia, on the 6th day of August, 1999.

                                      CAPITAL ONE FINANCIAL CORPORATION

                                      By  /s/ John G. Finneran, Jr.
                                          --------------------------------------
                                          John G. Finneran, Jr.
                                          Senior Vice President, General Counsel
                                           and Corporate Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints David M. Willey and John G. Finneran,  Jr., Esq.
his true and  lawful  attorney-in-fact  and agent,  for him,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stand, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent or his substitute or substitutes  may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration  statement  has been signed below by the  following  persons in the
capacities indicated below on the 6th day of August, 1999.

         SIGNATURE                                  TITLE

/s/ Richard D. Fairbank
------------------------         Director, Chairman and Chief Executive Officer
Richard D. Fairbank              (Principal Executive Officer)

/s/ Nigel W. Morris
------------------------         Director, President and Chief Operating Officer
Nigel W. Morris

/s/ David M. Willey
------------------------         Senior Vice President, Corporate Financial
David M. Willey                  Management and Treasurer
                                 (Principal Accounting and Financial Officer)

/s/ W. Ronald Dietz
------------------------         Director
W. Ronald Dietz

/s/ James A. Flick, Jr.
------------------------         Director
James A. Flick, Jr.

/s/ Patrick W. Gross
------------------------         Director
Patrick W. Gross

/s/ James V. Kimsey
------------------------         Director
James V. Kimsey

/s/ Stanley I. Westreich
------------------------         Director
Stanley I. Westreich
Exhibit Index

Exhibit                                                           Sequential
Number                   Description                              Page Number
------                   -----------                              -----------
   5                     Opinion of Counsel                             9

23.2                     Consent of Independent Auditors               10
[CAPITAL ONE LETTERHEAD]
                                                                       Exhibit 5

                                                  August 3, 1999

Board of Directors
Capital One Financial Corporation
2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia  22042

Gentlemen:

     As  the  General  Counsel  of  Capital  One  Financial   Corporation   (the
"Company"),  I have participated in the preparation of a Registration  Statement
on Form S-8 to be filed with the Securities and Exchange  Commission pursuant to
the  Securities  Act of 1933, as amended (the  "Registration  Statement"),  with
respect  to the offer and sale of stock  options of a maximum  aggregate  dollar
amount of  $19,195,805  ("Stock  Options"),  exercisable  to purchase  shares of
Common Stock, par value $.01 per share, of the Company, to be issued pursuant to
the Capital One Financial  Corporation 1994 Stock Incentive Plan (the "Plan"). I
am familiar with the  Registration  Statement  and have examined such  corporate
documents  and records,  including  the Plan,  and such matters of law as I have
considered appropriate to enable me to render the following opinion.

     On the basis of the foregoing,  I am of the opinion that the Stock Options,
when issued consistent with the terms of the Plan and the related resolutions of
the  Board  of  Directors  and  the  Compensation  Committee,  will  be  binding
obligations of the Company  enforceable  against the Company in accordance  with
their terms and conditions.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement and to the reference to me under the caption  "Interests
of Named Experts and Counsel" in the Registration Statement.

                                                     Very truly yours,

                                                     /s/ John G. Finneran, Jr.

                                                     John G. Finneran, Jr., Esq.
                                                     General Counsel
Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining  to the Capital One Financial  Corporation  1994 Stock
Incentive  Plan of our  report  dated  January  19,  1999,  with  respect to the
consolidated   financial   statements  of  Capital  One  Financial   Corporation
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.

/s/ Ernest & Young, LLP
-----------------------
Washington, D.C.
August 3, 1999