<PAGE>


      As filed with the Securities and Exchange Commission on May 17, 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
                         1999 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    Proposed      Proposed      Amount of
 to be Registered       be         Maximum       Maximum      Registration
                     Registered    Offering      Aggregate       Fee
                         (1)         Price       Offering
                                 Per Unit (2)      Price
-------------------------------------------------------------------------
 Common Stock,
 par value $.01      200,000     $167.0625    $33,412,500.00    $9,288.68
 per share
=========================================================================

(1)  Represents  the  maximum  number of shares of Common  Stock of Capital  One
     Financial  Corporation  (the  "Company")  that  may  be  offered  and  sold
     hereunder.  The Common Stock being  registered  hereby includes  associated
     Preferred Stock Purchase Rights, which initially are attached to and traded
     with the shares of the  Registrant's  Common Stock.  Value  attributable to
     such rights, if any, is reflected in the market price of the Common Stock.

(2)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h)  under the  Securities  Act  based on the  average  of the high and low
     prices for the Common Stock  reported on the New York Stock Exchange on May
     10, 1999.

(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 I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I will be sent
or given to participants as specified by Rule 428(b)(1).  Such documents are not
being filed with the  Securities  and  Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  have  been  filed  by the  Registrant  with  the
Commission and are incorporated herein by reference:

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

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

   (c)    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
          Commission  shall  not be deemed to be  specifically  incorporated  by
          reference herein.

   (d)    The description of the Registrant's common stock on Amendment No. 1 to
          Form 8-A dated October 17, 1994.

   (e)    The description of the  Resgistrant's  preferred stock purchase rights
          on Form 8-A dated November 16, 1995.

     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.

   Not applicable.

<PAGE>

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 holds  6,357  shares  of  Common  Stock and  options  to  purchase  an
additional  112,857  shares of Common Stock issued under the  Registrant's  1994
Stock Incentive 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          Description                Reference
        Number          -----------                ---------
       -------

         3.1     Restated Certificate of           Incorporated by reference
                 Incorporation of Capital          to Exhibit 3.1 of the
                 One Financial Corporation         Registrant's Annual Report
                                                   on Form 10-K for the year
                                                   ended December 31, 1994

         3.2     Restated Bylaws of Capital        Incorporated by reference
                 One Financial Corporation         to Exhibit 3.2 of the
                 (as amended January 24,           Registrant's Annual Report
                 1995)                             on Form 10-K for the year
                                                   ended December 31, 1994

          4      Capital One Financial             Filed herewith
                 Corporation 1999 Stock
                 Incentive Plan

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

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

          5      Opinion of Counsel                Filed herewith

         23.1    Consent of Counsel                Contained in
                                                   Exhibit 5 and
                                                   incorporated
                                                   herein by reference

         23.2    Consent of Independent            Filed herewith
                 Auditors

          24     Power of Attorney                 Set forth on
                                                   signature page

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) will 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 this Registration Statement.

<PAGE>

      (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 14th day of May, 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 14th day of May, 1999.


<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 W. 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

</TABLE>


<PAGE>


                                Exhibit Index

 Exhibit                     Description                      Sequential
  Number                     -----------                      Page Number
  ------                                                      -----------

    4            Capital One Financial Corporation 1999           9
                 Stock Incentive Plan

    5            Opinion of Counsel                               20

   23.2          Consent of Independent Auditors                  21

<PAGE>


                                                                       Exhibit 4


                        CAPITAL ONE FINANCIAL CORPORATION
                            1999 STOCK INCENTIVE PLAN
                        (Effective as of April 29, 1999)

     1. Purpose. The purpose of the Capital One Financial Corporation 1999 Stock
Incentive  Plan (the "Plan") is to further the long term stability and financial
success of Capital One Financial  Corporation  (the "Company") by attracting and
retaining  employees  and  consultants  of the Company  through the use of stock
incentives.  It is believed that  ownership of Company Stock will  stimulate the
efforts of those  employees and  consultants  of the Company upon whose judgment
and interest  the Company is and will be largely  dependent  for the  successful
conduct  of its  business.  It is also  believed  that  Awards  granted  to such
employees and consultants  under the Plan will strengthen their desire to remain
with the Company and will further the  identification  of those  employees'  and
consultants'  interests with those of the Company's  shareholders.  The Plan was
adopted by the Board of Directors on April 29, 1999.

     2. Definitions.  As used in the Plan, the following terms have the meanings
indicated:

          (a) "Award" means the award of an Option under the Plan.

          (b) "Board" means the board of directors of the Company.

          (c) "Change of Control" means:

               (i) The acquisition by an individual, entity or group (within the
          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
          of 1934,  as amended (the  "Exchange  Act") of  beneficial  ownership
          (within the meaning of Rule 13d-3  promulgated under the Exchange Act)
          of 20% (or, if such shares are  purchased  from the  Company,  40%) or
          more of either (A) the then outstanding  shares of common stock of the
          Company (the  "Outstanding  Company Common Stock") or (B) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote  generally in the election of directors (the "Company
          Voting Securities"),  provided,  however,  that any acquisition by (x)
          the Company or any of its  subsidiaries,  or any employee benefit plan
          (or related  trust)  sponsored or  maintained by the Company or any of
          its  subsidiaries  or (y)  any  corporation  with  respect  to  which,
          immediately   following   such   acquisition,   more   than   60%  of,
          respectively,  the then  outstanding  shares of  common  stock of such
          corporation  and the  combined  voting  power of the then  outstanding
          voting  securities of such  corporation  entitled to vote generally in

<PAGE>

          the  election of  directors is then  beneficially  owned,  directly or
          indirectly,  by  all or  substantially  all  of  the  individuals  and
          entities  who  were  the  beneficial  owners,  respectively,   of  the
          Outstanding   Company  Common  Stock  and  Company  Voting  Securities
          immediately  prior  to such  acquisition  in  substantially  the  same
          proportion as their ownership,  immediately prior to such acquisition,
          of the Outstanding Company Common Stock and Company Voting Securities,
          as the case may be, shall not constitute a Change of Control;  or

               (ii)  Individuals who constituted the Board as of January 1, 1999
          (the "Incumbent  Board") cease for any reason to constitute at least a
          majority  of the  Board,  provided  that  any  individual  becoming  a
          director  subsequent  to January 1, 1999 whose  appointment  to fill a
          vacancy  or to fill a new  Board  position  or  whose  nomination  for
          election by the  Company's  shareholders  was approved by a vote of at
          least a majority of the directors then  comprising the Incumbent Board
          shall be  considered  as though such  individual  were a member of the
          Incumbent Board, but excluding,  for this purpose, any such individual
          whose initial  assumption of office is in connection with an actual or
          threatened  election contest relating to the election of the Directors
          of the Company  (as such terms are used in Rule  14a-11 of  Regulation
          14A  promulgated  under the Exchange  Act);  or

               (iii)  Approval  by  the   shareholders   of  the  Company  of  a
          reorganization, merger or consolidation (a "Business Combination"), in
          each  case,  with  respect  to which all or  substantially  all of the
          individuals and entities who were the respective  beneficial owners of
          the  Outstanding  Company Common Stock and Company  Voting  Securities
          immediately  prior  to  such  Business   Combination  do  not  in  the
          aggregate,    immediately   following   such   Business   Combination,
          beneficially   own,   directly  or  indirectly,   more  than  60%  of,
          respectively,  the then  outstanding  shares of  common  stock and the
          combined  voting  power  of the  then  outstanding  voting  securities
          entitled to vote  generally in the election of directors,  as the case
          may be, of the corporation resulting from such Business Combination in
          substantially the same proportion as their ownership immediately prior
          to such Business  Combination of the Outstanding  Company Common Stock
          and  Company  Voting  Securities,  as the case  may be;  or
<PAGE>

               (iv) (A) a complete  liquidation or dissolution of the Company or
          (B)  sale or  other  disposition  of all or  substantially  all of the
          assets of the  Company  other than to a  corporation  with  respect to
          which,  immediately following such sale or disposition,  more than 60%
          of, respectively,  the then outstanding shares of common stock and the
          combined  voting  power  of the  then  outstanding  voting  securities
          entitled  to vote  generally  in the  election  of  directors  is then
          beneficially owned, directly or indirectly, in the aggregate by all or
          substantially  all  of the  individuals  and  entities  who  were  the
          beneficial  owners,  respectively,  of the Outstanding  Company Common
          Stock and Company Voting Securities  immediately prior to such sale or
          disposition in substantially the same proportion as their ownership of
          the Outstanding Company Common Stock and Company Voting Securities, as
          the case may be,  immediately  prior to such sale or disposition.

          (d) "Code" means the Internal  Revenue Code of 1986,  as amended.

          (e)  "Committee"  means  the  committee  appointed  by  the  Board  as
     described  under  Section 13.

          (f)  "Company"  means Capital One  Financial  Corporation,  a Delaware
     corporation,  or any successor  thereto.

          (g)  "Company  Stock"  means  Common  Stock  of  the  Company  or  any
     securities  substituted for Common Stock of the Company pursuant to Section
     12.

          (h) "Date of Grant" means the date on which an Award is granted by the
     Committee or such later date  specified by the  Committee as the date as of
     which the Award is to be effective.

          (i) "Disability" or "Disabled" and the existence  thereof shall mean a
     termination of employment due to a permanent and total disability under the
     Company's Long Term Managed Income  Protection  program or any similar plan
     as in effect  from time to time,  or if no such plan is in effect,  then as
     determined by the Committee (such determination to be conclusive).


          (j)  "Fair  Market  Value"  means  as of the  date  for  which a value
     determination  is being made, the average of the Common Stock's highest and
     lowest  prices  on such date as  reported  on The New York  Stock  Exchange
     Composite Transactions Tape (or, if the New York Stock Exchange is not open
     for trading on such date, for the last preceding day on which Company Stock
     was traded).  In the absence of any such sale,  fair market value means the
     average

<PAGE>

     of the highest bid and lowest asked  prices of a share of Company  Stock on
     such date as reported by such source.  In the absence of such average or if
     shares  of  Company  Stock  are no  longer  traded  on The New  York  Stock
     Exchange,  the fair market value shall be determined by the Committee using
     any reasonable method in good faith.

          (k) "Option" means a right to purchase Company Stock granted under the
     Plan, at a price determined in accordance with the Plan.

          (l)  "Participant"  means any employee or  consultant  who receives an
     Award  under the Plan.

          (m)  "Reload  Feature"  means a feature  of an Option  described  in a
     Participant's  stock option agreement that provides for the automatic grant
     of a Reload Option in accordance  with the provisions  described in Section
     7(d).

          (n) "Reload Option" means an Option granted to a Participant  equal to
     the  number of shares of  already  owned  Company  Stock  delivered  by the
     Participant  to exercise an Option  described  in Section  7(d).

          (o) "Rule  16b-3" means Rule 16b-3 of the  Securities  Exchange Act of
     1934.  A reference  in the Plan to Rule 16b-3 shall  include a reference to
     any corresponding rule (or number  redesignation) of any amendments to Rule
     16b-3  enacted  after  the  effective  date  of the  Plan's  adoption.

          (p) "Subsidiary"  means a corporation or other entity more than 50% of
     whose voting shares are owned  directly or  indirectly  by the Company.

     3. General.  All Options granted under the Plan shall be  non-statutory  in
nature and shall not be  entitled to special tax  treatment  under Code  Section
422.

     4. Stock.  Subject to Section 12 of the Plan,  there shall be reserved  for
issuance under the Plan an aggregate of 200,000  shares of Company Stock,  which
may be authorized but unissued shares or treasury  shares.  Shares granted under
the Plan subject to Options that expire or otherwise  terminate  unexercised may
again be  subjected  to an Award  under the Plan.  The  Committee  is  expressly
authorized to make an Award to a Participant  conditioned upon the surrender for
cancellation  of an existing  Award.  For purposes of determining  the number of
shares that are available  for Awards under the Plan,  such number shall include
the number of shares  surrendered by a Participant or retained by the Company in
payment of federal and state income tax withholding liabilities upon exercise of
an Option.

<PAGE>

     5.  Eligibility.

          (a) All employees and  consultants  of the Company (or a Subsidiary of
     the Company) shall be eligible to receive Awards under the Plan, except for
     directors of the Company.  The Committee  shall have the power and complete
     discretion,  as  provided  in  Section  13, to select  eligible  persons to
     receive  Awards and to determine  for each person the terms and  conditions
     and the  number of shares to be  allocated  to each  person as part of each
     Award.

          (b) The  grant of an Award  shall  not  obligate  the  Company  or any
     Subsidiary of the Company to pay a  Participant  any  particular  amount of
     remuneration,  to continue  the  employment  or service of the  Participant
     after the grant or to make further  grants to the  Participant  at any time
     thereafter.

     6. Stock Options.

          (a) Whenever the  Committee  deems it  appropriate  to grant  Options,
     notice shall be given to the eligible  person  stating the number of shares
     for which Options are granted,  the Option exercise price per share and the
     conditions to which the grant and exercise of the Options are subject. This
     notice shall constitute the stock option agreement  between the Company and
     the eligible person.

          (b) The exercise price of shares of Company Stock covered by an Option
     shall be not less than 100% of the Fair Market  Value of such shares on the
     Date of Grant.

          (c) Options may be  exercised in whole or in part at such times as may
     be specified by the Committee in the Participant's  stock option agreement.

          (d) The Committee may, in its discretion, grant Options which by their
     terms become fully  exercisable  upon a Change of Control,  notwithstanding
     other conditions on exercisability  in the stock option agreement.

          (e) The maximum  number of shares with respect to which Options may be
     granted in any calendar year to any person  eligible to  participate in the
     Plan shall be 500,000.

          (f) The Committee may, in its discretion, grant Options containing, or
     amend Options  previously  granted to provide for, a Reload Feature subject
     to the  limitations  of  Sections  6(e) and 7(d).

     7.  Method of Exercise of  Options.

          (a) Options may be exercised by the Participant in accordance with the
     method or methods of exercise  as may be approved  from time to time by the
     Committee.  If the  terms of an  Option so  permit,  in lieu of  delivering
     payment for the exercise  price in full in cash,  the  Participant  may (i)
     deliver  Company Stock that the  Participant has owned for at least six (6)

<PAGE>

     months   (valued  at  Fair  Market  Value  on  the  date  of  exercise)  in
     satisfaction  of all or any part of the  exercise  price,  (ii)  deliver  a
     properly executed exercise notice together with irrevocable instructions to
     a broker to promptly  deliver to the Company the amount of the sale or loan
     proceeds to pay the exercise  price,  or (iii) deliver an interest  bearing
     promissory  note  payable  to the  Company,  to  the  extent  permitted  by
     applicable  margin rules,  in payment of all or part of the exercise  price
     together  with such  collateral  as may be required by the Committee at the
     time of exercise. The interest rate under any such promissory note shall be
     equal to the minimum  interest  rate  required at the time to avoid imputed
     interest to the Participant under the Code.

          (b) The  Company  may place on any  certificate  representing  Company
     Stock issued upon the exercise of an Option any legend deemed  desirable by
     the Company's  counsel to comply with Federal or state securities laws, and
     the Company may require of the Participant a customary  written  indication
     of his  investment  intent.  Until the  Participant  has made any  required
     payment,  including any  applicable  Federal,  state and local  withholding
     taxes,  and  has  had  issued  to  him  a  certificate  (whether  original,
     book-entry or otherwise) for the shares of Company Stock acquired, he shall
     possess no shareholder rights with respect to the shares.

          (c) If a Participant  exercises an Option that has a Reload Feature by
     delivering  already owned shares of Company Stock,  the  Participant  shall
     automatically  be  granted a Reload  Option.  The  Reload  Option  shall be
     subject to the following provisions:

               (i) The Reload Option shall cover the number of shares of Company
          Stock  delivered  by the  Participant  to the Company to exercise  the
          Option with the Reload Feature;

               (ii) The Reload Option will not have a Reload Feature;

               (iii) The exercise  price of shares of Company Stock covered by a
          Reload Option shall be 100% of the Fair Market Value of such shares on
          the date the employee or consultant  delivers  shares of Company Stock
          to the Company to exercise the Option that has a Reload  Feature;  and

               (iv) The Reload Option shall be subject to the same  restrictions
          on   exercisability   as  those  imposed  on  the  underlying   Option
          (possessing the Reload Feature).

The  Committee  may,  in its  discretion,  cause  the  Company  to  place on any
certificate representing Company Stock issued to a Participant upon the exercise
of an underlying Option (possessing a Reload Feature as evidenced by the stock

<PAGE>

option agreement for such Option)  delivered  pursuant to this subsection (d), a
legend  restricting  the sale or other  disposition of such Company  Stock.


          (d)  Notwithstanding  anything herein to the contrary,  it is intended
     that Awards be granted in such a manner as to conform to the  provisions of
     Rule 16b-3, or any replacement rule adopted, as the same now exists or may,
     from time to time, be amended.

     8. Applicable Withholding Taxes. As an alternative to making a cash payment
to the  Company  to satisfy  tax  withholding  obligations,  the  Committee  may
establish  procedures  permitting the Participant to elect to (a) deliver shares
of already  owned  Company  Stock or (b) have the Company  retain that number of
shares of Company  Stock that would  satisfy all or a  specified  portion of the
Federal,  state and local tax  liabilities  of the  Participant  required  to be
withheld as a result of  exercising an Award.  Any such  election  shall be made
only  in  accordance   with   procedures   established  by  the  Committee.

     9.  Transferability  of  Options.  Options,  by their  terms,  shall not be
transferable  by the  Participant  except by will or by the laws of descent  and
distribution and shall be exercisable,  during the Participant's  lifetime, only
by the Participant or by his guardian or legal representative.  The Committee is
expressly authorized,  in its discretion, to provide that all or a portion of an
Option may be granted to a  Participant  upon terms that permit  transfer of the
Option in a form and manner  determined by the Committee.  Any person to whom an
Option is  transferred  pursuant to this  Section 9 shall agree in writing to be
bound by the terms of the Plan and the stock option agreement for such Option as
if such transferee had been an original signatory thereto, and to execute and/or
deliver to the Committee any documents as may be requested by the Committee from
time to time.

     10. Effective Date of the Plan. The Plan, having been adopted by the Board,
shall be effective on April 29, 1999.  Until the  requirements of any applicable
federal and state securities laws have been met, no Option shall be exercisable.

     11.  Termination,  Modification,  Change.  If not sooner  terminated by the
Board,  the Plan shall  terminate at the close of business on April 28, 2009. No
Awards  shall be made  under  the Plan  after  its  termination.  The  Board may
terminate  the Plan or may  amend  the Plan in such  respects  as it shall  deem
advisable,  including  amendments  that the Board  deems  appropriate  to ensure
compliance  with  applicable law. The termination or amendment of the Plan shall
not,   without  the  consent  of  the   Participant,   detrimentally   affect  a
Participant's  rights  under an Award  previously  granted to him,  except  such
termination  or amendment as the Board deems  appropriate  to ensure  compliance
with applicable law.  Notwithstanding the foregoing,  the Board or the Committee

<PAGE>

may terminate any Award  previously  granted to a Participant  and any agreement
relating thereto in whole or in part provided that upon any such termination the
Company in full  consideration of the termination of any Award outstanding under
the  Plan  (whether  or  not  exercisable)  or  portion  thereof  pays  to  such
Participant  an amount in cash for each share of Company  Stock  subject to such
Award or portion thereof being  terminated  equal to the excess,  if any, of (a)
the Fair  Market  Value of a share of Company  Stock over (b) the sum of (i) the
exercise price per share of such Award and (ii) applicable withholding taxes and
other  similar  charges,  or,  if the  Board or the  Committee  permits  and the
Participant  elects,  accelerates the exercisability of such Participant's Award
or portion  thereof  (if  necessary)  and  allows  such  Participant  30 days to
exercise such Award or portion  thereof before the  termination of such Award or
portion thereof.

     12.  Change in  Capital  Structure.

     (a) In the event of a stock dividend, stock split or combination of shares,
spin-off,  recapitalization  or  merger in which the  Company  is the  surviving
corporation,  a  consolidation  or a merger  in  which  the  Company  is not the
surviving  corporation,  a  transaction  that  results  in  the  acquisition  of
substantially  all of the  Company's  outstanding  stock by a single  person  or
entity,  or a sale or transfer of substantially  all of the Company's assets, or
other change in the Company's capital stock (including,  but not limited to, the
creation or issuance to  shareholders  generally of rights,  options or warrants
for the  purchase  of  common  stock or  preferred  stock of the  Company),  the
Committee  (whose  determination  shall be binding on all persons) may take such
actions with respect to the Plan and any  outstanding  Options as the  Committee
deems  appropriate,  including  adjusting  appropriately  the number and kind of
shares of stock or  securities  of the  Company to be subject to the Plan and to
Awards then  outstanding  or to be granted under the Plan, the maximum number of
shares  or  securities  which  may be  delivered  under the Plan or which may be
granted in a calendar  year to an eligible  person under the Plan,  the exercise
price  and any  other  relevant  provisions.  If the  adjustment  would  produce
fractional  shares with respect to any  unexercised  Option,  the  Committee may
adjust  appropriately  the  number  of  shares  covered  by the  Option so as to
eliminate the fractional shares.

     (b) Notwithstanding anything in the Plan to the contrary, the Committee may
take the  foregoing  actions  without  the consent of any  Participant,  and the
Committee's determination shall be conclusive and binding on all persons for all
purposes.

     13.  Administration  of the Plan.  The Plan  shall be  administered  by the
Committee consisting solely of two or more nonemployee  directors of the Company

<PAGE>

(within the meaning of Rule 16b-3), who shall be appointed by the Board,  unless
otherwise determined by the Board. The Committee shall have general authority to
impose any limitation or condition upon an Award the Committee deems appropriate
to  achieve  the  objectives  of the Award and the Plan and,  in  addition,  and
without  limitation  and in addition to powers set forth  elsewhere in the Plan,
shall have the following  specific  authority:

     (a) The Committee shall have the power and complete discretion to determine
(i) which  eligible  employees  and  consultants  shall receive an Award and the
nature of the Award, (ii) the number of shares of Company Stock to be covered by
each Award, (iii) whether to include a Reload Feature in an Option and to impose
limitations  on the use of shares  acquired  through  the  exercise  of a Reload
Option to exercise Options, (iv) the Fair Market Value of Company Stock, (v) the
time or times when an Award shall be granted, (vi) whether an Award shall become
vested  over a period  of time and when it  shall be fully  vested,  (vii)  when
Options may be exercised, (viii) whether a Disability exists, (ix) the manner in
which payment will be made upon the exercise of Options,  (x) whether to approve
a Participant's election (A) to deliver shares of already owned Company Stock to
satisfy tax  liabilities  arising  upon the exercise of an Option or (B) to have
the Company  withhold  from the shares to be issued upon the exercise or receipt
of an Award that number of shares  necessary to satisfy tax liabilities  arising
from such exercise or receipt,  (xi) notice  provisions  relating to the sale of
Company Stock acquired  under the Plan,  and (xii) any  additional  requirements
relating to Awards that the Committee  deems  appropriate.  The Committee  shall
also have the power to amend the terms of previously  granted  Awards so long as
the terms as  amended  are  consistent  with the terms of the Plan and  provided
that,  except for such amendments as the Committee  deems  appropriate to ensure
compliance  with applicable law, the consent of the Participant is obtained with
respect to any amendment that would be detrimental to him.

          (b) The Committee may adopt rules and regulations for carrying out the
     Plan. The  interpretation  and construction of any provision of the Plan by
     the Committee shall be final and conclusive. The Committee may consult with
     counsel,  who may be  counsel  to the  Company,  and  shall  not  incur any
     liability for any action taken in good faith in reliance upon the advice of
     counsel.

          (c) A majority  of the members of the  Committee  shall  constitute  a
     quorum,  and all actions of the  Committee  shall be taken by a majority of
     the members present. Any action may be taken by a written instrument signed
     by all of the members,  and any action so taken shall be fully effective as
     if it had been taken at a meeting.

<PAGE>

          (d) The  Board of  Directors  from  time to time may  appoint  members
     previously  appointed  and  may  fill  vacancies,  however  caused,  in the
     Committee.

          (e) No member of the  Committee  or the Board  shall be liable for any
     action,  omission,  or determination  relating to the Plan, and the Company
     shall  indemnify  and hold  harmless  each member of the Committee and each
     other  director,  employee or consultant of the Company to whom any duty or
     power relating to the administration or interpretation of the Plan has been
     delegated against any cost or expense (including counsel fees) or liability
     arising out of any action,  omission or determination relating to the Plan,
     to the maximum extent  permitted by law.

     14. Notice. All notices and other  communications  required or permitted to
be given  under this Plan  shall be in writing  and shall be deemed to have been
duly given if delivered as follows:  (a) if to the  Company,  delivery  shall be
made  personally  or by first  class  mail,  postage  prepaid  at its  principal
business address to the attention of the Company's  Director of Human Resources;
and (b) if to any  Participant,  personally,  including by delivery  through the
Company's  internal  electronic  system  with  a  return  receipt  requested  or
interoffice mail system,  or by first class mail,  postage prepaid,  at the last
known address of the  Participant  known to the sender at the time the notice or
other  communication  is sent.

     15. Foreign Equity Incentive Plans. The Committee may authorize any foreign
Subsidiary  or  any  foreign  unincorporated  division  of the  Company  or of a
Subsidiary  to adopt a plan for  granting  Awards (a "Foreign  Equity  Incentive
Plan").  All  Awards  granted  under a Foreign  Equity  Incentive  Plan shall be
treated as grants under the Plan.  A Foreign  Equity  Incentive  Plan shall have
such  terms  as  the  Committee  permits;  provided  that  such  terms  are  not
inconsistent  with the  provisions of the Plan;  and provided  further that such
terms may be more  restrictive  than those in the Plan.  Awards  granted under a
Foreign Equity  Incentive Plan shall be governed by the terms of the Plan except
to the  extent  that the terms of the  Foreign  Equity  Incentive  Plan are more
restrictive  than the terms of the Plan, in which case such terms of the Foreign
Equity  Incentive Plan shall control.

     16.  Substitute  Award.  The  Committee  may make a grant of an Award to an
employee  or  consultant  of another  corporation  who  becomes an  employee  or
consultant  of the  Company  (or  Subsidiary  of the  Company)  by  reason  of a
corporate   merger,   consolidation,   acquisition   of   stock   or   property,
reorganization,  liquidation  or similar  transaction  involving the Company (or
Subsidiary  of  the  Company)  in  substitution  for  any  award  made  by  such
corporation.  The terms and conditions of the substitute Award may vary from the

<PAGE>

terms and  conditions  required  by the Plan and from  those of the  substituted
award. The Committee shall prescribe the provisions of the substitute Award.

     17.  Governing  Law.  The Plan shall be  governed  by, and  interpreted  in
accordance with, the law of the Commonwealth of Virginia.






<PAGE>


[CAPITAL ONE LETTERHEAD]

                                                                       Exhibit 5



                                                     May 14, 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 registration of 200,000 shares of the Company's
common stock,  par value $.01 per share,  (the "Common  Stock")  authorized  for
issuance upon the exercise of options  granted  under the  Company's  1999 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- ) pertaining  to the Capital One Financial  Corporation  1999
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/ Ernst & Young, LLP
------------------------
Washington, D.C.
May 12, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 53130}]
{"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": "333-78609", "film-number": "99626776"}, "business-address": {"street1": "2980 FAIRVIEW PARK DR", "street2": "STE 1300", "city": "FALLS CHURCH", "state": "VA", "zip": "22042-4525", "phone": "7032051000"}, "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 May 17, 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
                         1999 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    Proposed      Proposed      Amount of
 to be Registered       be         Maximum       Maximum      Registration
                     Registered    Offering      Aggregate       Fee
                         (1)         Price       Offering
                                 Per Unit (2)      Price
-------------------------------------------------------------------------
 Common Stock,
 par value $.01      200,000     $167.0625    $33,412,500.00    $9,288.68
 per share
=========================================================================

(1)  Represents  the  maximum  number of shares of Common  Stock of Capital  One
     Financial  Corporation  (the  "Company")  that  may  be  offered  and  sold
     hereunder.  The Common Stock being  registered  hereby includes  associated
     Preferred Stock Purchase Rights, which initially are attached to and traded
     with the shares of the  Registrant's  Common Stock.  Value  attributable to
     such rights, if any, is reflected in the market price of the Common Stock.

(2)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h)  under the  Securities  Act  based on the  average  of the high and low
     prices for the Common Stock  reported on the New York Stock Exchange on May
     10, 1999.

(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 I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I will be sent
or given to participants as specified by Rule 428(b)(1).  Such documents are not
being filed with the  Securities  and  Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  have  been  filed  by the  Registrant  with  the
Commission and are incorporated herein by reference:

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

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

   (c)    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
          Commission  shall  not be deemed to be  specifically  incorporated  by
          reference herein.

   (d)    The description of the Registrant's common stock on Amendment No. 1 to
          Form 8-A dated October 17, 1994.

   (e)    The description of the  Resgistrant's  preferred stock purchase rights
          on Form 8-A dated November 16, 1995.

     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.

   Not applicable.
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 holds  6,357  shares  of  Common  Stock and  options  to  purchase  an
additional  112,857  shares of Common Stock issued under the  Registrant's  1994
Stock Incentive 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          Description                Reference
        Number          -----------                ---------
       -------

         3.1     Restated Certificate of           Incorporated by reference
                 Incorporation of Capital          to Exhibit 3.1 of the
                 One Financial Corporation         Registrant's Annual Report
                                                   on Form 10-K for the year
                                                   ended December 31, 1994

         3.2     Restated Bylaws of Capital        Incorporated by reference
                 One Financial Corporation         to Exhibit 3.2 of the
                 (as amended January 24,           Registrant's Annual Report
                 1995)                             on Form 10-K for the year
                                                   ended December 31, 1994

          4      Capital One Financial             Filed herewith
                 Corporation 1999 Stock
                 Incentive Plan

         4.1     Rights Agreement, dated as of     Incorporated by
                 November 16, 1995, between        reference to the
                 Capital One Financial             Registrant's
                 Corporation and First Chicago     Current Report on
                 Trust Company of New York (as     Form 8-K, filed
                 successor to Mellon Bank,         November 16, 1995
                 N.A.), as Rights Agent
4.2     Amendment Number 1 to Rights      Incorporated by
                 Agreement, dated as of April      reference to the
                 29, 1999, between Capital One     Registrant's
                 Financial Corporation and         Current Report on
                 First Chicago Trust Company       Form 8-K, filed
                 of New York (as successor to      May 5, 1999
                 Mellon Bank, N.A.), as Rights
                 Agent

          5      Opinion of Counsel                Filed herewith

         23.1    Consent of Counsel                Contained in
                                                   Exhibit 5 and
                                                   incorporated
                                                   herein by reference

         23.2    Consent of Independent            Filed herewith
                 Auditors

          24     Power of Attorney                 Set forth on
                                                   signature page

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) will 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 this 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 14th day of May, 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 14th day of May, 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 W. 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                     Description                      Sequential
  Number                     -----------                      Page Number
  ------                                                      -----------

    4            Capital One Financial Corporation 1999           9
                 Stock Incentive Plan

    5            Opinion of Counsel                               20

   23.2          Consent of Independent Auditors                  21
Exhibit 4

                        CAPITAL ONE FINANCIAL CORPORATION
                            1999 STOCK INCENTIVE PLAN
                        (Effective as of April 29, 1999)

     1. Purpose. The purpose of the Capital One Financial Corporation 1999 Stock
Incentive  Plan (the "Plan") is to further the long term stability and financial
success of Capital One Financial  Corporation  (the "Company") by attracting and
retaining  employees  and  consultants  of the Company  through the use of stock
incentives.  It is believed that  ownership of Company Stock will  stimulate the
efforts of those  employees and  consultants  of the Company upon whose judgment
and interest  the Company is and will be largely  dependent  for the  successful
conduct  of its  business.  It is also  believed  that  Awards  granted  to such
employees and consultants  under the Plan will strengthen their desire to remain
with the Company and will further the  identification  of those  employees'  and
consultants'  interests with those of the Company's  shareholders.  The Plan was
adopted by the Board of Directors on April 29, 1999.

     2. Definitions.  As used in the Plan, the following terms have the meanings
indicated:

          (a) "Award" means the award of an Option under the Plan.

          (b) "Board" means the board of directors of the Company.

          (c) "Change of Control" means:

               (i) The acquisition by an individual, entity or group (within the
          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
          of 1934,  as amended (the  "Exchange  Act") of  beneficial  ownership
          (within the meaning of Rule 13d-3  promulgated under the Exchange Act)
          of 20% (or, if such shares are  purchased  from the  Company,  40%) or
          more of either (A) the then outstanding  shares of common stock of the
          Company (the  "Outstanding  Company Common Stock") or (B) the combined
          voting power of the then outstanding  voting securities of the Company
          entitled to vote  generally in the election of directors (the "Company
          Voting Securities"),  provided,  however,  that any acquisition by (x)
          the Company or any of its  subsidiaries,  or any employee benefit plan
          (or related  trust)  sponsored or  maintained by the Company or any of
          its  subsidiaries  or (y)  any  corporation  with  respect  to  which,
          immediately   following   such   acquisition,   more   than   60%  of,
          respectively,  the then  outstanding  shares of  common  stock of such
          corporation  and the  combined  voting  power of the then  outstanding
          voting  securities of such  corporation  entitled to vote generally in
the  election of  directors is then  beneficially  owned,  directly or
          indirectly,  by  all or  substantially  all  of  the  individuals  and
          entities  who  were  the  beneficial  owners,  respectively,   of  the
          Outstanding   Company  Common  Stock  and  Company  Voting  Securities
          immediately  prior  to such  acquisition  in  substantially  the  same
          proportion as their ownership,  immediately prior to such acquisition,
          of the Outstanding Company Common Stock and Company Voting Securities,
          as the case may be, shall not constitute a Change of Control;  or

               (ii)  Individuals who constituted the Board as of January 1, 1999
          (the "Incumbent  Board") cease for any reason to constitute at least a
          majority  of the  Board,  provided  that  any  individual  becoming  a
          director  subsequent  to January 1, 1999 whose  appointment  to fill a
          vacancy  or to fill a new  Board  position  or  whose  nomination  for
          election by the  Company's  shareholders  was approved by a vote of at
          least a majority of the directors then  comprising the Incumbent Board
          shall be  considered  as though such  individual  were a member of the
          Incumbent Board, but excluding,  for this purpose, any such individual
          whose initial  assumption of office is in connection with an actual or
          threatened  election contest relating to the election of the Directors
          of the Company  (as such terms are used in Rule  14a-11 of  Regulation
          14A  promulgated  under the Exchange  Act);  or

               (iii)  Approval  by  the   shareholders   of  the  Company  of  a
          reorganization, merger or consolidation (a "Business Combination"), in
          each  case,  with  respect  to which all or  substantially  all of the
          individuals and entities who were the respective  beneficial owners of
          the  Outstanding  Company Common Stock and Company  Voting  Securities
          immediately  prior  to  such  Business   Combination  do  not  in  the
          aggregate,    immediately   following   such   Business   Combination,
          beneficially   own,   directly  or  indirectly,   more  than  60%  of,
          respectively,  the then  outstanding  shares of  common  stock and the
          combined  voting  power  of the  then  outstanding  voting  securities
          entitled to vote  generally in the election of directors,  as the case
          may be, of the corporation resulting from such Business Combination in
          substantially the same proportion as their ownership immediately prior
          to such Business  Combination of the Outstanding  Company Common Stock
          and  Company  Voting  Securities,  as the case  may be;  or
(iv) (A) a complete  liquidation or dissolution of the Company or
          (B)  sale or  other  disposition  of all or  substantially  all of the
          assets of the  Company  other than to a  corporation  with  respect to
          which,  immediately following such sale or disposition,  more than 60%
          of, respectively,  the then outstanding shares of common stock and the
          combined  voting  power  of the  then  outstanding  voting  securities
          entitled  to vote  generally  in the  election  of  directors  is then
          beneficially owned, directly or indirectly, in the aggregate by all or
          substantially  all  of the  individuals  and  entities  who  were  the
          beneficial  owners,  respectively,  of the Outstanding  Company Common
          Stock and Company Voting Securities  immediately prior to such sale or
          disposition in substantially the same proportion as their ownership of
          the Outstanding Company Common Stock and Company Voting Securities, as
          the case may be,  immediately  prior to such sale or disposition.

          (d) "Code" means the Internal  Revenue Code of 1986,  as amended.

          (e)  "Committee"  means  the  committee  appointed  by  the  Board  as
     described  under  Section 13.

          (f)  "Company"  means Capital One  Financial  Corporation,  a Delaware
     corporation,  or any successor  thereto.

          (g)  "Company  Stock"  means  Common  Stock  of  the  Company  or  any
     securities  substituted for Common Stock of the Company pursuant to Section
     12.

          (h) "Date of Grant" means the date on which an Award is granted by the
     Committee or such later date  specified by the  Committee as the date as of
     which the Award is to be effective.

          (i) "Disability" or "Disabled" and the existence  thereof shall mean a
     termination of employment due to a permanent and total disability under the
     Company's Long Term Managed Income  Protection  program or any similar plan
     as in effect  from time to time,  or if no such plan is in effect,  then as
     determined by the Committee (such determination to be conclusive).

          (j)  "Fair  Market  Value"  means  as of the  date  for  which a value
     determination  is being made, the average of the Common Stock's highest and
     lowest  prices  on such date as  reported  on The New York  Stock  Exchange
     Composite Transactions Tape (or, if the New York Stock Exchange is not open
     for trading on such date, for the last preceding day on which Company Stock
     was traded).  In the absence of any such sale,  fair market value means the
     average
of the highest bid and lowest asked  prices of a share of Company  Stock on
     such date as reported by such source.  In the absence of such average or if
     shares  of  Company  Stock  are no  longer  traded  on The New  York  Stock
     Exchange,  the fair market value shall be determined by the Committee using
     any reasonable method in good faith.

          (k) "Option" means a right to purchase Company Stock granted under the
     Plan, at a price determined in accordance with the Plan.

          (l)  "Participant"  means any employee or  consultant  who receives an
     Award  under the Plan.

          (m)  "Reload  Feature"  means a feature  of an Option  described  in a
     Participant's  stock option agreement that provides for the automatic grant
     of a Reload Option in accordance  with the provisions  described in Section
     7(d).

          (n) "Reload Option" means an Option granted to a Participant  equal to
     the  number of shares of  already  owned  Company  Stock  delivered  by the
     Participant  to exercise an Option  described  in Section  7(d).

          (o) "Rule  16b-3" means Rule 16b-3 of the  Securities  Exchange Act of
     1934.  A reference  in the Plan to Rule 16b-3 shall  include a reference to
     any corresponding rule (or number  redesignation) of any amendments to Rule
     16b-3  enacted  after  the  effective  date  of the  Plan's  adoption.

          (p) "Subsidiary"  means a corporation or other entity more than 50% of
     whose voting shares are owned  directly or  indirectly  by the Company.

     3. General.  All Options granted under the Plan shall be  non-statutory  in
nature and shall not be  entitled to special tax  treatment  under Code  Section
422.

     4. Stock.  Subject to Section 12 of the Plan,  there shall be reserved  for
issuance under the Plan an aggregate of 200,000  shares of Company Stock,  which
may be authorized but unissued shares or treasury  shares.  Shares granted under
the Plan subject to Options that expire or otherwise  terminate  unexercised may
again be  subjected  to an Award  under the Plan.  The  Committee  is  expressly
authorized to make an Award to a Participant  conditioned upon the surrender for
cancellation  of an existing  Award.  For purposes of determining  the number of
shares that are available  for Awards under the Plan,  such number shall include
the number of shares  surrendered by a Participant or retained by the Company in
payment of federal and state income tax withholding liabilities upon exercise of
an Option.
5.  Eligibility.

          (a) All employees and  consultants  of the Company (or a Subsidiary of
     the Company) shall be eligible to receive Awards under the Plan, except for
     directors of the Company.  The Committee  shall have the power and complete
     discretion,  as  provided  in  Section  13, to select  eligible  persons to
     receive  Awards and to determine  for each person the terms and  conditions
     and the  number of shares to be  allocated  to each  person as part of each
     Award.

          (b) The  grant of an Award  shall  not  obligate  the  Company  or any
     Subsidiary of the Company to pay a  Participant  any  particular  amount of
     remuneration,  to continue  the  employment  or service of the  Participant
     after the grant or to make further  grants to the  Participant  at any time
     thereafter.

     6. Stock Options.

          (a) Whenever the  Committee  deems it  appropriate  to grant  Options,
     notice shall be given to the eligible  person  stating the number of shares
     for which Options are granted,  the Option exercise price per share and the
     conditions to which the grant and exercise of the Options are subject. This
     notice shall constitute the stock option agreement  between the Company and
     the eligible person.

          (b) The exercise price of shares of Company Stock covered by an Option
     shall be not less than 100% of the Fair Market  Value of such shares on the
     Date of Grant.

          (c) Options may be  exercised in whole or in part at such times as may
     be specified by the Committee in the Participant's  stock option agreement.

          (d) The Committee may, in its discretion, grant Options which by their
     terms become fully  exercisable  upon a Change of Control,  notwithstanding
     other conditions on exercisability  in the stock option agreement.

          (e) The maximum  number of shares with respect to which Options may be
     granted in any calendar year to any person  eligible to  participate in the
     Plan shall be 500,000.

          (f) The Committee may, in its discretion, grant Options containing, or
     amend Options  previously  granted to provide for, a Reload Feature subject
     to the  limitations  of  Sections  6(e) and 7(d).

     7.  Method of Exercise of  Options.

          (a) Options may be exercised by the Participant in accordance with the
     method or methods of exercise  as may be approved  from time to time by the
     Committee.  If the  terms of an  Option so  permit,  in lieu of  delivering
     payment for the exercise  price in full in cash,  the  Participant  may (i)
     deliver  Company Stock that the  Participant has owned for at least six (6)
months   (valued  at  Fair  Market  Value  on  the  date  of  exercise)  in
     satisfaction  of all or any part of the  exercise  price,  (ii)  deliver  a
     properly executed exercise notice together with irrevocable instructions to
     a broker to promptly  deliver to the Company the amount of the sale or loan
     proceeds to pay the exercise  price,  or (iii) deliver an interest  bearing
     promissory  note  payable  to the  Company,  to  the  extent  permitted  by
     applicable  margin rules,  in payment of all or part of the exercise  price
     together  with such  collateral  as may be required by the Committee at the
     time of exercise. The interest rate under any such promissory note shall be
     equal to the minimum  interest  rate  required at the time to avoid imputed
     interest to the Participant under the Code.

          (b) The  Company  may place on any  certificate  representing  Company
     Stock issued upon the exercise of an Option any legend deemed  desirable by
     the Company's  counsel to comply with Federal or state securities laws, and
     the Company may require of the Participant a customary  written  indication
     of his  investment  intent.  Until the  Participant  has made any  required
     payment,  including any  applicable  Federal,  state and local  withholding
     taxes,  and  has  had  issued  to  him  a  certificate  (whether  original,
     book-entry or otherwise) for the shares of Company Stock acquired, he shall
     possess no shareholder rights with respect to the shares.

          (c) If a Participant  exercises an Option that has a Reload Feature by
     delivering  already owned shares of Company Stock,  the  Participant  shall
     automatically  be  granted a Reload  Option.  The  Reload  Option  shall be
     subject to the following provisions:

               (i) The Reload Option shall cover the number of shares of Company
          Stock  delivered  by the  Participant  to the Company to exercise  the
          Option with the Reload Feature;

               (ii) The Reload Option will not have a Reload Feature;

               (iii) The exercise  price of shares of Company Stock covered by a
          Reload Option shall be 100% of the Fair Market Value of such shares on
          the date the employee or consultant  delivers  shares of Company Stock
          to the Company to exercise the Option that has a Reload  Feature;  and

               (iv) The Reload Option shall be subject to the same  restrictions
          on   exercisability   as  those  imposed  on  the  underlying   Option
          (possessing the Reload Feature).

The  Committee  may,  in its  discretion,  cause  the  Company  to  place on any
certificate representing Company Stock issued to a Participant upon the exercise
of an underlying Option (possessing a Reload Feature as evidenced by the stock
option agreement for such Option)  delivered  pursuant to this subsection (d), a
legend  restricting  the sale or other  disposition of such Company  Stock.

          (d)  Notwithstanding  anything herein to the contrary,  it is intended
     that Awards be granted in such a manner as to conform to the  provisions of
     Rule 16b-3, or any replacement rule adopted, as the same now exists or may,
     from time to time, be amended.

     8. Applicable Withholding Taxes. As an alternative to making a cash payment
to the  Company  to satisfy  tax  withholding  obligations,  the  Committee  may
establish  procedures  permitting the Participant to elect to (a) deliver shares
of already  owned  Company  Stock or (b) have the Company  retain that number of
shares of Company  Stock that would  satisfy all or a  specified  portion of the
Federal,  state and local tax  liabilities  of the  Participant  required  to be
withheld as a result of  exercising an Award.  Any such  election  shall be made
only  in  accordance   with   procedures   established  by  the  Committee.

     9.  Transferability  of  Options.  Options,  by their  terms,  shall not be
transferable  by the  Participant  except by will or by the laws of descent  and
distribution and shall be exercisable,  during the Participant's  lifetime, only
by the Participant or by his guardian or legal representative.  The Committee is
expressly authorized,  in its discretion, to provide that all or a portion of an
Option may be granted to a  Participant  upon terms that permit  transfer of the
Option in a form and manner  determined by the Committee.  Any person to whom an
Option is  transferred  pursuant to this  Section 9 shall agree in writing to be
bound by the terms of the Plan and the stock option agreement for such Option as
if such transferee had been an original signatory thereto, and to execute and/or
deliver to the Committee any documents as may be requested by the Committee from
time to time.

     10. Effective Date of the Plan. The Plan, having been adopted by the Board,
shall be effective on April 29, 1999.  Until the  requirements of any applicable
federal and state securities laws have been met, no Option shall be exercisable.

     11.  Termination,  Modification,  Change.  If not sooner  terminated by the
Board,  the Plan shall  terminate at the close of business on April 28, 2009. No
Awards  shall be made  under  the Plan  after  its  termination.  The  Board may
terminate  the Plan or may  amend  the Plan in such  respects  as it shall  deem
advisable,  including  amendments  that the Board  deems  appropriate  to ensure
compliance  with  applicable law. The termination or amendment of the Plan shall
not,   without  the  consent  of  the   Participant,   detrimentally   affect  a
Participant's  rights  under an Award  previously  granted to him,  except  such
termination  or amendment as the Board deems  appropriate  to ensure  compliance
with applicable law.  Notwithstanding the foregoing,  the Board or the Committee
may terminate any Award  previously  granted to a Participant  and any agreement
relating thereto in whole or in part provided that upon any such termination the
Company in full  consideration of the termination of any Award outstanding under
the  Plan  (whether  or  not  exercisable)  or  portion  thereof  pays  to  such
Participant  an amount in cash for each share of Company  Stock  subject to such
Award or portion thereof being  terminated  equal to the excess,  if any, of (a)
the Fair  Market  Value of a share of Company  Stock over (b) the sum of (i) the
exercise price per share of such Award and (ii) applicable withholding taxes and
other  similar  charges,  or,  if the  Board or the  Committee  permits  and the
Participant  elects,  accelerates the exercisability of such Participant's Award
or portion  thereof  (if  necessary)  and  allows  such  Participant  30 days to
exercise such Award or portion  thereof before the  termination of such Award or
portion thereof.

     12.  Change in  Capital  Structure.

     (a) In the event of a stock dividend, stock split or combination of shares,
spin-off,  recapitalization  or  merger in which the  Company  is the  surviving
corporation,  a  consolidation  or a merger  in  which  the  Company  is not the
surviving  corporation,  a  transaction  that  results  in  the  acquisition  of
substantially  all of the  Company's  outstanding  stock by a single  person  or
entity,  or a sale or transfer of substantially  all of the Company's assets, or
other change in the Company's capital stock (including,  but not limited to, the
creation or issuance to  shareholders  generally of rights,  options or warrants
for the  purchase  of  common  stock or  preferred  stock of the  Company),  the
Committee  (whose  determination  shall be binding on all persons) may take such
actions with respect to the Plan and any  outstanding  Options as the  Committee
deems  appropriate,  including  adjusting  appropriately  the number and kind of
shares of stock or  securities  of the  Company to be subject to the Plan and to
Awards then  outstanding  or to be granted under the Plan, the maximum number of
shares  or  securities  which  may be  delivered  under the Plan or which may be
granted in a calendar  year to an eligible  person under the Plan,  the exercise
price  and any  other  relevant  provisions.  If the  adjustment  would  produce
fractional  shares with respect to any  unexercised  Option,  the  Committee may
adjust  appropriately  the  number  of  shares  covered  by the  Option so as to
eliminate the fractional shares.

     (b) Notwithstanding anything in the Plan to the contrary, the Committee may
take the  foregoing  actions  without  the consent of any  Participant,  and the
Committee's determination shall be conclusive and binding on all persons for all
purposes.

     13.  Administration  of the Plan.  The Plan  shall be  administered  by the
Committee consisting solely of two or more nonemployee  directors of the Company
(within the meaning of Rule 16b-3), who shall be appointed by the Board,  unless
otherwise determined by the Board. The Committee shall have general authority to
impose any limitation or condition upon an Award the Committee deems appropriate
to  achieve  the  objectives  of the Award and the Plan and,  in  addition,  and
without  limitation  and in addition to powers set forth  elsewhere in the Plan,
shall have the following  specific  authority:

     (a) The Committee shall have the power and complete discretion to determine
(i) which  eligible  employees  and  consultants  shall receive an Award and the
nature of the Award, (ii) the number of shares of Company Stock to be covered by
each Award, (iii) whether to include a Reload Feature in an Option and to impose
limitations  on the use of shares  acquired  through  the  exercise  of a Reload
Option to exercise Options, (iv) the Fair Market Value of Company Stock, (v) the
time or times when an Award shall be granted, (vi) whether an Award shall become
vested  over a period  of time and when it  shall be fully  vested,  (vii)  when
Options may be exercised, (viii) whether a Disability exists, (ix) the manner in
which payment will be made upon the exercise of Options,  (x) whether to approve
a Participant's election (A) to deliver shares of already owned Company Stock to
satisfy tax  liabilities  arising  upon the exercise of an Option or (B) to have
the Company  withhold  from the shares to be issued upon the exercise or receipt
of an Award that number of shares  necessary to satisfy tax liabilities  arising
from such exercise or receipt,  (xi) notice  provisions  relating to the sale of
Company Stock acquired  under the Plan,  and (xii) any  additional  requirements
relating to Awards that the Committee  deems  appropriate.  The Committee  shall
also have the power to amend the terms of previously  granted  Awards so long as
the terms as  amended  are  consistent  with the terms of the Plan and  provided
that,  except for such amendments as the Committee  deems  appropriate to ensure
compliance  with applicable law, the consent of the Participant is obtained with
respect to any amendment that would be detrimental to him.

          (b) The Committee may adopt rules and regulations for carrying out the
     Plan. The  interpretation  and construction of any provision of the Plan by
     the Committee shall be final and conclusive. The Committee may consult with
     counsel,  who may be  counsel  to the  Company,  and  shall  not  incur any
     liability for any action taken in good faith in reliance upon the advice of
     counsel.

          (c) A majority  of the members of the  Committee  shall  constitute  a
     quorum,  and all actions of the  Committee  shall be taken by a majority of
     the members present. Any action may be taken by a written instrument signed
     by all of the members,  and any action so taken shall be fully effective as
     if it had been taken at a meeting.
(d) The  Board of  Directors  from  time to time may  appoint  members
     previously  appointed  and  may  fill  vacancies,  however  caused,  in the
     Committee.

          (e) No member of the  Committee  or the Board  shall be liable for any
     action,  omission,  or determination  relating to the Plan, and the Company
     shall  indemnify  and hold  harmless  each member of the Committee and each
     other  director,  employee or consultant of the Company to whom any duty or
     power relating to the administration or interpretation of the Plan has been
     delegated against any cost or expense (including counsel fees) or liability
     arising out of any action,  omission or determination relating to the Plan,
     to the maximum extent  permitted by law.

     14. Notice. All notices and other  communications  required or permitted to
be given  under this Plan  shall be in writing  and shall be deemed to have been
duly given if delivered as follows:  (a) if to the  Company,  delivery  shall be
made  personally  or by first  class  mail,  postage  prepaid  at its  principal
business address to the attention of the Company's  Director of Human Resources;
and (b) if to any  Participant,  personally,  including by delivery  through the
Company's  internal  electronic  system  with  a  return  receipt  requested  or
interoffice mail system,  or by first class mail,  postage prepaid,  at the last
known address of the  Participant  known to the sender at the time the notice or
other  communication  is sent.

     15. Foreign Equity Incentive Plans. The Committee may authorize any foreign
Subsidiary  or  any  foreign  unincorporated  division  of the  Company  or of a
Subsidiary  to adopt a plan for  granting  Awards (a "Foreign  Equity  Incentive
Plan").  All  Awards  granted  under a Foreign  Equity  Incentive  Plan shall be
treated as grants under the Plan.  A Foreign  Equity  Incentive  Plan shall have
such  terms  as  the  Committee  permits;  provided  that  such  terms  are  not
inconsistent  with the  provisions of the Plan;  and provided  further that such
terms may be more  restrictive  than those in the Plan.  Awards  granted under a
Foreign Equity  Incentive Plan shall be governed by the terms of the Plan except
to the  extent  that the terms of the  Foreign  Equity  Incentive  Plan are more
restrictive  than the terms of the Plan, in which case such terms of the Foreign
Equity  Incentive Plan shall control.

     16.  Substitute  Award.  The  Committee  may make a grant of an Award to an
employee  or  consultant  of another  corporation  who  becomes an  employee  or
consultant  of the  Company  (or  Subsidiary  of the  Company)  by  reason  of a
corporate   merger,   consolidation,   acquisition   of   stock   or   property,
reorganization,  liquidation  or similar  transaction  involving the Company (or
Subsidiary  of  the  Company)  in  substitution  for  any  award  made  by  such
corporation.  The terms and conditions of the substitute Award may vary from the
terms and  conditions  required  by the Plan and from  those of the  substituted
award. The Committee shall prescribe the provisions of the substitute Award.

     17.  Governing  Law.  The Plan shall be  governed  by, and  interpreted  in
accordance with, the law of the Commonwealth of Virginia.
[CAPITAL ONE LETTERHEAD]

                                                                       Exhibit 5

                                                     May 14, 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 registration of 200,000 shares of the Company's
common stock,  par value $.01 per share,  (the "Common  Stock")  authorized  for
issuance upon the exercise of options  granted  under the  Company's  1999 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- ) pertaining  to the Capital One Financial  Corporation  1999
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/ Ernst & Young, LLP
------------------------
Washington, D.C.
May 12, 1999