<PAGE>
     As filed with the Securities and Exchange Commission on August 8, 2000
                                                      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) 205-1030
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed Maximum Proposed Maximum  Amount of
Title of Security  Amount to be  Offering Price   Aggregate         Registration
to be Registered   Registered(1) Per Unit(2)      Offering Price(2) Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value,     2,000,000      $57.5625        $115,125,000      $30,393
including attached
Rights(3)
================================================================================

(1)  The number of shares of Common Stock  registered  hereunder  includes  such
     additional  shares of Common  Stock as may be necessary to give effect to a
     stock split or stock dividend.

(2)  Estimated solely for purposes of calculating the registration fee. Based on
     the average of the high and low prices for the Common Stock on the New York
     Stock Exchange on August 4, 2000.

(3)  The Rights are to purchase the Registrant's Cumulative Participating Junior
     Preferred Stock. Until the occurrence of certain prescribed events, none of
     which  has  occurred  as of the date of this  Registration  Statement,  the
     Rights are not exercisable,  are evidenced by the certificates representing
     the Registrant's Common Stock, and will be transferred along with, and only
     with, the Registrant's Common Stock.


<PAGE>


                                     Part II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          Capital One Financial  Corporation  (the  "Registrant") is filing this
Registration  Statement  solely to register  additional  shares of Common  Stock
issuable  pursuant  to  incentive  awards  granted  or to be  granted  under the
Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration Statement
incorporates by reference the contents of the Registrant's  earlier Registration
Statements Nos.  33-86986,  333-4586,  333-51637,  333-78067 and 333-92345 which
relate to  43,112,640  shares of Common  Stock  issuable  pursuant to  incentive
awards granted or to be granted under the Plan,  and any documents  incorporated
by reference  therein  including any such  documents  subsequently  filed by the
Registrant.  The maximum number of shares that may be issuable under the Plan is
45,112,640,  of  which  3,500,000  shares  may not be used to  grant an award of
incentive stock options.

Item 5.  Interests of Named Experts and Counsel.

          John G. Finneran,  Jr., Esq.,  Senior Vice President,  General Counsel
and Corporate Secretary of the Registrant, who has rendered the opinion attached
hereto as Exhibit 5, holds  27,051*  shares of Common Stock,  vested  options to
purchase an additional 344,265* shares of Common Stock issued under the Plan and
unvested  options to  purchase an  additional  291,912*  shares of Common  Stock
issued under the Plan.

* as of 6/30/00


Item 8.  Exhibits.

<TABLE>
<CAPTION>

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

<S>      <C>                                               <C>
4        Rights Agreement, dated as of November 16,        Incorporated by reference
         1995, between Capital One Financial Corporation   to the Registrant's Current
         and First Chicago Trust Company of New York (as   Report on Form 8-K, filed
         successor to Mellon Bank, N.A.) as Rights Agent   November 16, 1995

4.1      Amendment Number 1 to Rights Agreement, dated as  Incorporated by reference
         of April 29, 1999, between Capital One Financial  to the Registrant's Current
         Corporation and First Chicago Trust Company of    Report on Form 8-K, filed
         New York (as successor to Mellon Bank, N.A.) as   May 5, 1999
         Rights Agent

5        Opinion of Counsel                                Filed herewith

23.1     Consent of Counsel                                Contained in Exhibit 5

23.2     Consent of Independent Auditors                   Filed herewith

24       Power of Attorney                                 Set forth on signature page
</TABLE>


<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 8th day of August, 2000.


                                    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 31st day of July, 2000.



<TABLE>
<CAPTION>

           SIGNATURE                                      TITLE


<S>                                      <C>
/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
                                         (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
</TABLE>





<PAGE>


                                  Exhibit Index
                                  -------------


<TABLE>
<CAPTION>

Exhibit                                                     Sequential
Number   Description                                        Page Number
------   -----------                                        -----------
<S>      <C>                                                <C>
4        Rights Agreement, dated as of November 16, 1995,   Incorporated by reference
         between Capital One Financial Corporation and      to the Registrant's Current
         First Chicago Trust Company of New York (as        Report on Form 8-K, filed
         successor to Mellon Bank, N.A.) as Rights Agent    November 16, 1995

4.1      Amendment Number 1 to Rights Agreement, dated as   Incorporated by reference
         of April 29, 1999, between Capital One Financial   to the Registrant's Current
         Corporation and First Chicago Trust Company of     Report on Form 8-K, filed
         New York (as successor to Mellon Bank, N.A.) as    May 5, 1999
         Rights Agent

5        Opinion of Counsel

23.1     Consent of Counsel                                 Contained in Exhibit 5

23.2     Consent of Independent Auditors

24       Power of Attorney                                  Set forth on signature page
</TABLE>


<PAGE>
                                                                       Exhibit 5



                                               August 8, 2000



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  registration of 2,000,000  shares of the Company's common stock,
par value $.01 per share (the "Common Stock"),  authorized for issuance upon the
exercise of options or in connection with other  incentive  awards granted under
the Company's  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 shares of
Common Stock have been duly  authorized and when issued and sold consistent with
the terms of the Plan and the related  resolutions of the Board of Directors and
the   Compensation   Committee,   will  be  validly   issued,   fully  paid  and
non-assessable shares of the Company's Common Stock.

          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-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 18, 2000,  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, 1999, filed with the Securities and Exchange Commission.




                                            /s/  ERNST & YOUNG LLP

McLean, VA
August 8, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13982}]
{"company-data": {"conformed-name": "CAPITAL ONE FINANCIAL CORP", "cik": "0000927628", "assigned-sic": "6141", "irs-number": "541719854", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43288", "film-number": "688562"}, "business-address": {"street1": "11013 WEST BROAD ST", "city": "GLENN ALLEN", "state": "VA", "zip": "23060", "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 8, 2000
                                                      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) 205-1030
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed Maximum Proposed Maximum  Amount of
Title of Security  Amount to be  Offering Price   Aggregate         Registration
to be Registered   Registered(1) Per Unit(2)      Offering Price(2) Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value,     2,000,000      $57.5625        $115,125,000      $30,393
including attached
Rights(3)
================================================================================

(1)  The number of shares of Common Stock  registered  hereunder  includes  such
     additional  shares of Common  Stock as may be necessary to give effect to a
     stock split or stock dividend.

(2)  Estimated solely for purposes of calculating the registration fee. Based on
     the average of the high and low prices for the Common Stock on the New York
     Stock Exchange on August 4, 2000.

(3)  The Rights are to purchase the Registrant's Cumulative Participating Junior
     Preferred Stock. Until the occurrence of certain prescribed events, none of
     which  has  occurred  as of the date of this  Registration  Statement,  the
     Rights are not exercisable,  are evidenced by the certificates representing
     the Registrant's Common Stock, and will be transferred along with, and only
     with, the Registrant's Common Stock.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Capital One Financial  Corporation  (the  "Registrant") is filing this
Registration  Statement  solely to register  additional  shares of Common  Stock
issuable  pursuant  to  incentive  awards  granted  or to be  granted  under the
Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration Statement
incorporates by reference the contents of the Registrant's  earlier Registration
Statements Nos.  33-86986,  333-4586,  333-51637,  333-78067 and 333-92345 which
relate to  43,112,640  shares of Common  Stock  issuable  pursuant to  incentive
awards granted or to be granted under the Plan,  and any documents  incorporated
by reference  therein  including any such  documents  subsequently  filed by the
Registrant.  The maximum number of shares that may be issuable under the Plan is
45,112,640,  of  which  3,500,000  shares  may not be used to  grant an award of
incentive stock options.

Item 5.  Interests of Named Experts and Counsel.

          John G. Finneran,  Jr., Esq.,  Senior Vice President,  General Counsel
and Corporate Secretary of the Registrant, who has rendered the opinion attached
hereto as Exhibit 5, holds  27,051*  shares of Common Stock,  vested  options to
purchase an additional 344,265* shares of Common Stock issued under the Plan and
unvested  options to  purchase an  additional  291,912*  shares of Common  Stock
issued under the Plan.

* as of 6/30/00

Item 8.  Exhibits.
Exhibit
Number   Description                                       Reference
------   -----------                                       ---------
4        Rights Agreement, dated as of November 16,        Incorporated by reference
         1995, between Capital One Financial Corporation   to the Registrant's Current
         and First Chicago Trust Company of New York (as   Report on Form 8-K, filed
         successor to Mellon Bank, N.A.) as Rights Agent   November 16, 1995

4.1      Amendment Number 1 to Rights Agreement, dated as  Incorporated by reference
         of April 29, 1999, between Capital One Financial  to the Registrant's Current
         Corporation and First Chicago Trust Company of    Report on Form 8-K, filed
         New York (as successor to Mellon Bank, N.A.) as   May 5, 1999
         Rights Agent

5        Opinion of Counsel                                Filed herewith

23.1     Consent of Counsel                                Contained in Exhibit 5

23.2     Consent of Independent Auditors                   Filed herewith

24       Power of Attorney                                 Set forth on signature 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 8th day of August, 2000.

                                    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 31st day of July, 2000.
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
                                         (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
------   -----------                                        -----------
4        Rights Agreement, dated as of November 16, 1995,   Incorporated by reference
         between Capital One Financial Corporation and      to the Registrant's Current
         First Chicago Trust Company of New York (as        Report on Form 8-K, filed
         successor to Mellon Bank, N.A.) as Rights Agent    November 16, 1995

4.1      Amendment Number 1 to Rights Agreement, dated as   Incorporated by reference
         of April 29, 1999, between Capital One Financial   to the Registrant's Current
         Corporation and First Chicago Trust Company of     Report on Form 8-K, filed
         New York (as successor to Mellon Bank, N.A.) as    May 5, 1999
         Rights Agent

5        Opinion of Counsel

23.1     Consent of Counsel                                 Contained in Exhibit 5

23.2     Consent of Independent Auditors

24       Power of Attorney                                  Set forth on signature page
Exhibit 5

                                               August 8, 2000

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  registration of 2,000,000  shares of the Company's common stock,
par value $.01 per share (the "Common Stock"),  authorized for issuance upon the
exercise of options or in connection with other  incentive  awards granted under
the Company's  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 shares of
Common Stock have been duly  authorized and when issued and sold consistent with
the terms of the Plan and the related  resolutions of the Board of Directors and
the   Compensation   Committee,   will  be  validly   issued,   fully  paid  and
non-assessable shares of the Company's Common Stock.

          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-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 18, 2000,  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, 1999, filed with the Securities and Exchange Commission.

                                            /s/  ERNST & YOUNG LLP

McLean, VA
August 8, 2000