<PAGE>


    As filed with the Securities and Exchange Commission on November 19, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Security Amount to be   Proposed Maximum Proposed Maximum   Amount of
to be Registered  Registered (1)  Offering Price       Aggregate   Registration
                                    Per Unit (2)   Offering Price      Fee
----------------- -------------- ---------------- ---------------- -------------
Stock Options (3)    150,000         $22.5833        $3,387,495       $941.72
================= ============== ================ ================ =============

(1)  Calculated pursuant to General Instruction E on Form S-8.

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

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

<PAGE>

                        INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

    This Registration Statement is being filed for the purpose of increasing the
number  of  securities  of the  same  class  as  other  securities  for  which a
Registration  Statement of Capital One Financial  Corporation (the "Registrant")
on Form S-8 relating to the same employee benefit plan is effective.

    This  Registration  Statement  incorporates by reference the contents of the
Registrant's  earlier  Registration   Statement  on  Form  S-8  filed  with  the
Securities  and  Exchange  Commission  (the  "SEC") on August 6, 1999  (File No.
333-84693)  relating to 850,000  options  issuable under the  Registrant's  1994
Stock  Incentive  Plan,  and any documents  incorporated  by reference  therein,
including any documents subsequently filed by the Registrant. The maximum number
of options that may be issued under this Registration Statement and Registration
Statement No. 333-84693 is 1,000,000.

Item 5.  Interests of Named Experts and Counsel.

         John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and
Corporate  Secretary of the  Registrant,  who has rendered the opinion  attached
hereto as Exhibit 5, holds  24,170  shares of Common  Stock,  vested  options to
purchase an additional  332,271 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 343,501 shares of Common Stock issued
under the Plan.

<PAGE>

                                INDEX TO EXHIBITS


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

     5            Opinion of Counsel                      Filed herewith

    23.1          Consent of Counsel                      Contained in Exhibit 5

    23.2          Consent of Independent Auditors         Filed herewith


                                   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 18th day of November, 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 18th day of November, 1999.



     SIGNATURE                                      TITLE


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


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


/s/ David M. Willey
-------------------                 Senior Vice President, Corporate
David M. Willey                     Financial 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



------------------------            Director
Stanley I. Westreich


<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                               Sequential
Number              Description                                      Page Number
-------             -----------                                      -----------
   5                Opinion of Counsel                                    6

23.2                Consent of Independent Auditors                       7



<PAGE>


[CAPITAL ONCE LETTERHEAD]                                              Exhibit 5


                                                    November 18, 1999


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

Gentlemen:

         As the  General  Counsel  of Capital  One  Financial  Corporation  (the
"Company"),  I have participated in the preparation of a Registration  Statement
on Form S-8 to be filed with the Securities and Exchange  Commission pursuant to
the  Securities  Act of 1933, as amended (the  "Registration  Statement"),  with
respect to the offer and sale of stock options in the maximum  aggregate  dollar
amount of $3,387,495 ("Stock Options"), exercisable to purchase shares of Common
Stock,  par value $.01 per share,  of the Company,  to be issued pursuant to the
Capital One Financial  Corporation 1994 Stock Incentive Plan (the "Plan").  I am
familiar  with the  Registration  Statement  and have  examined  such  corporate
documents  and records,  including  the Plan,  and such matters of law as I have
considered appropriate to enable me to render the following opinion.

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

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration Statement.


                                                     Very truly yours,

                                                     /s/ John G. Finneran, Jr.

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

<PAGE>

                                                                    Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 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.
November 18, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11725}]
{"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": "333-91327", "film-number": "99761298"}, "business-address": {"street1": "2980 FAIRVIEW PARK DRIVE", "street2": "STE 1300", "city": "FALLS CHURCH", "state": "VA", "zip": "22042", "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 November 19, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Security Amount to be   Proposed Maximum Proposed Maximum   Amount of
to be Registered  Registered (1)  Offering Price       Aggregate   Registration
                                    Per Unit (2)   Offering Price      Fee
----------------- -------------- ---------------- ---------------- -------------
Stock Options (3)    150,000         $22.5833        $3,387,495       $941.72
================= ============== ================ ================ =============

(1)  Calculated pursuant to General Instruction E on Form S-8.

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

(3)  The Securities registered hereunder represent options to purchase shares of
     common stock, $.01 par value ("Common Stock"),  of the Registrant  issuable
     under  the   Registrant's   1994  Stock   Incentive  Plan  (the  "Plan)  in
     consideration  for the agreement of a recipient to forgo certain  potential
     incentive  compensation  payments. The shares of Common Stock issuable upon
     the exercise of the Stock Options either were registered  previously  under
     the Securities Act of 1933, as amended,  pursuant to Registration Statement
     333-78067  (dated  May 7,  1999),  or will be  registered  before the Stock
     Options are exercised.
INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

    This Registration Statement is being filed for the purpose of increasing the
number  of  securities  of the  same  class  as  other  securities  for  which a
Registration  Statement of Capital One Financial  Corporation (the "Registrant")
on Form S-8 relating to the same employee benefit plan is effective.

    This  Registration  Statement  incorporates by reference the contents of the
Registrant's  earlier  Registration   Statement  on  Form  S-8  filed  with  the
Securities  and  Exchange  Commission  (the  "SEC") on August 6, 1999  (File No.
333-84693)  relating to 850,000  options  issuable under the  Registrant's  1994
Stock  Incentive  Plan,  and any documents  incorporated  by reference  therein,
including any documents subsequently filed by the Registrant. The maximum number
of options that may be issued under this Registration Statement and Registration
Statement No. 333-84693 is 1,000,000.

Item 5.  Interests of Named Experts and Counsel.

         John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and
Corporate  Secretary of the  Registrant,  who has rendered the opinion  attached
hereto as Exhibit 5, holds  24,170  shares of Common  Stock,  vested  options to
purchase an additional  332,271 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 343,501 shares of Common Stock issued
under the Plan.
INDEX TO EXHIBITS

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

     5            Opinion of Counsel                      Filed herewith

    23.1          Consent of Counsel                      Contained in Exhibit 5

    23.2          Consent of Independent Auditors         Filed herewith

                                   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 18th day of November, 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 18th day of November, 1999.

     SIGNATURE                                      TITLE

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

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

/s/ David M. Willey
-------------------                 Senior Vice President, Corporate
David M. Willey                     Financial 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

------------------------            Director
Stanley I. Westreich
EXHIBIT INDEX

Exhibit                                                               Sequential
Number              Description                                      Page Number
-------             -----------                                      -----------
   5                Opinion of Counsel                                    6

23.2                Consent of Independent Auditors                       7
[CAPITAL ONCE LETTERHEAD]                                              Exhibit 5

                                                    November 18, 1999

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

Gentlemen:

         As the  General  Counsel  of Capital  One  Financial  Corporation  (the
"Company"),  I have participated in the preparation of a Registration  Statement
on Form S-8 to be filed with the Securities and Exchange  Commission pursuant to
the  Securities  Act of 1933, as amended (the  "Registration  Statement"),  with
respect to the offer and sale of stock options in the maximum  aggregate  dollar
amount of $3,387,495 ("Stock Options"), exercisable to purchase shares of Common
Stock,  par value $.01 per share,  of the Company,  to be issued pursuant to the
Capital One Financial  Corporation 1994 Stock Incentive Plan (the "Plan").  I am
familiar  with the  Registration  Statement  and have  examined  such  corporate
documents  and records,  including  the Plan,  and such matters of law as I have
considered appropriate to enable me to render the following opinion.

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

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/ John G. Finneran, Jr.

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

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 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.
November 18, 1999