<PAGE>
 
     As filed with the Securities and Exchange Commission on May 13, 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) 205-1030
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   __________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                       
                               Amount to be      Proposed Maximum      Proposed Maximum       Amount of
     Title of Security          Registered        Offering Price           Aggregate         Registration
     to be Registered                              Per Unit (2)         Offering Price           Fee
<S>                          <C>               <C>                   <C>                  <C>
  Stock Options (1)                 1,900,000                $67.75      $128,725,000.00        $35,785.55
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                   100,000             $42.34375        $4,234,375.00         $1,177.16
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                    30,000             $69.41252        $2,082,375.60           $578.91
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                     5,000              $43.3828          $216,914.00            $60.31
==========================================================================================================
</TABLE>


(1) Represent options to purchase shares of common stock, $.01 par value
    ("Common Stock"), of the Registrant issuable under the Registrant's 1994
    Stock Incentive Plan (the "Plan") in consideration for the agreement of a
    recipient to forgo certain potential incentive compensation payments.  The
    shares of Common Stock issuable upon the exercise of the Stock Options
    either were registered previously under the Securities Act of 1933, as
    amended, pursuant to Registration Statement Nos. 333-51637 (dated May 1,
    1998) and 333-78067 (dated May 7, 1999), or will be registered before the
    Stock Options are exercised.

(2) Purchase price of the Stock Option registered for sale under the Plan.
<PAGE>
 
                               Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

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


     (b) The Registrant's Current Reports on Form 8-K, dated 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.


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

Item 4.  Description of Securities.

     The Board of Directors of the Registrant has approved, under the
Registrant's 1994 Stock Incentive Plan (the "Plan"), a 1999 Performance-Based
Option Program and a Supplemental Special Option Program under which eligible
employees are entitled to elect to forgo certain potential incentive
compensation payments and receive in consideration stock options issued under
the Plan (the "Stock Options").  Each Stock Option will entitle the holder to
purchase shares of Common Stock at an exercise price per share equal to the fair
market value (as defined by the Plan) of the Common Stock on the date of the
grant.  Each Stock Option will expire on the tenth anniversary of its date of
grant.  Upon the termination of employment of the holder, the Stock Option will
be forfeited if not then vested and the Stock Option will remain exercisable (if
vested) only for a period of three months from the date of termination, except
that, in the event of the death of the holder or the termination of the holder's
employment due to disability, the Stock Option, to the extent that it was
exercisable on the date of such death or termination, shall remain exercisable
for a period of one year (but not beyond the ten-year expiration date of the
Stock Option).

     Stock Options granted to employees in the "Tier 2,"  "Tier 3" and "Tier 4"
employment level of the Registrant will vest if the value of the Common Stock
attains a preestablished market price target on or before June 15, 2002, as more
fully set forth in the Stock Option agreements.  If the option does not vest as
set forth above, it shall vest in full on the ninth anniversary of the date of
the grant.  Stock Options granted to eligible employees in the "Tier 5"
employment level of the Registrant and certain other employees will vest in full
on the third anniversary of the date of grant.  Notwithstanding these normal
vesting rules, unless previously terminated, all employees will become fully
vested upon a Change of Control (as that term is defined in the Plan).
<PAGE>
 
     Generally, the Stock Options are nontransferable except by will or by the
laws of descent and distribution and, during the lifetime of an employee, may be
exercised only by the employee.  However, a Tier 2 or Tier 3 employee may
transfer a Stock Option to (i) the spouse, children, or grandchildren of the
Tier 2 or Tier 3 employee ("Immediate Family Members"), (ii) a trust or trusts
for the exclusive benefit of the employee and/or such Immediate Family Members,
or (iii) a partnership in which the employee and/or such Immediate Family
Members are the only partners, provided that: no consideration is paid to the
Tier 2 or Tier 3 employee in connection with the transfer; in the event of a
transfer to an individual, the Stock Option is exercisable, during the Tier 2 or
Tier 3 employee's lifetime, only by the transferee or by his or her guardian or
legal representative; following a transfer, the Tier 2 or Tier 3 employee
retains no right or reversion in the Stock Option (or the underlying Common
Stock upon exercise) and has no right to alter or amend the Stock Option or
revoke the transfer; and subsequent transfer of the Stock Option by the
transferee (excluding transfers by will or by the laws of descent and
distribution) is prohibited.  Following transfer, a Stock Option generally will
continue to be subject to the same terms and conditions as were applicable to
the Stock Option immediately before transfer.

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


Item 5.  Interests of Named Experts and Counsel.

     John G. Finneran, Jr., Senior Vice President, General Counsel and Corporate
Secretary of the Registrant, who has rendered the opinion attached hereto as
Exhibit 5 holds 6,357 shares of Common Stock and options to purchase an
additional 112,857 shares of Common Stock issued under the Plan.


Item 6.  Indemnification of Directors and Officers.

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

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

     Under Article X of the Registrant's Restated Certificate of Incorporation,
a director of the Registrant is not personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, 
<PAGE>
 
(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.


<TABLE>
<CAPTION>
       Exhibit                                                                
       Number         Description                 Reference 
----------------------------------------------------------------------------------
<C>             <S>                               <C>
          5     Opinion of Counsel                Filed herewith
                                                
       23.1     Consent of Counsel                Contained in Exhibit 5
                                                
       23.2     Consent of Independent Auditors   Filed herewith

</TABLE> 

Item 9.  Undertakings.


  (a) The undersigned Registrant hereby undertakes:

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

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

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


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



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



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



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



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



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


Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Commonwealth of Virginia, on the 13th 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 13th day of May, 1999.


<TABLE> 
<CAPTION> 
       SIGNATURE                                TITLE

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



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



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


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



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



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



                               Director
-------------------                    
James V. Kimsey



/s/ Stanley I. Westreich       Director
------------------------               
Stanley I. Westreich
</TABLE> 
<PAGE>
 
                               Exhibit Index



<TABLE>
<CAPTION>
   Exhibit                                                                                  Sequential     
   Number                                   Description                                     Page Number     
-------------  ----------------------------------------------------------------------  ---------------------
<C>            <S>                                                                     <C>
     5          Opinion of Counsel                                                               9

  23.2          Consent of Independent Auditors                                                 10

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22206}]
{"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": "333-78383", "film-number": "99620279"}, "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 13, 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) 205-1030
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   __________

                        CALCULATION OF REGISTRATION FEE
Amount to be      Proposed Maximum      Proposed Maximum       Amount of
     Title of Security          Registered        Offering Price           Aggregate         Registration
     to be Registered                              Per Unit (2)         Offering Price           Fee
Stock Options (1)                 1,900,000                $67.75      $128,725,000.00        $35,785.55
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                   100,000             $42.34375        $4,234,375.00         $1,177.16
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                    30,000             $69.41252        $2,082,375.60           $578.91
----------------------------------------------------------------------------------------------------------
  Stock Options (1)                     5,000              $43.3828          $216,914.00            $60.31
==========================================================================================================
(1) Represent options to purchase shares of common stock, $.01 par value
    ("Common Stock"), of the Registrant issuable under the Registrant's 1994
    Stock Incentive Plan (the "Plan") in consideration for the agreement of a
    recipient to forgo certain potential incentive compensation payments.  The
    shares of Common Stock issuable upon the exercise of the Stock Options
    either were registered previously under the Securities Act of 1933, as
    amended, pursuant to Registration Statement Nos. 333-51637 (dated May 1,
    1998) and 333-78067 (dated May 7, 1999), or will be registered before the
    Stock Options are exercised.

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

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

     (b) The Registrant's Current Reports on Form 8-K, dated 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.

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

Item 4.  Description of Securities.

     The Board of Directors of the Registrant has approved, under the
Registrant's 1994 Stock Incentive Plan (the "Plan"), a 1999 Performance-Based
Option Program and a Supplemental Special Option Program under which eligible
employees are entitled to elect to forgo certain potential incentive
compensation payments and receive in consideration stock options issued under
the Plan (the "Stock Options").  Each Stock Option will entitle the holder to
purchase shares of Common Stock at an exercise price per share equal to the fair
market value (as defined by the Plan) of the Common Stock on the date of the
grant.  Each Stock Option will expire on the tenth anniversary of its date of
grant.  Upon the termination of employment of the holder, the Stock Option will
be forfeited if not then vested and the Stock Option will remain exercisable (if
vested) only for a period of three months from the date of termination, except
that, in the event of the death of the holder or the termination of the holder's
employment due to disability, the Stock Option, to the extent that it was
exercisable on the date of such death or termination, shall remain exercisable
for a period of one year (but not beyond the ten-year expiration date of the
Stock Option).

     Stock Options granted to employees in the "Tier 2,"  "Tier 3" and "Tier 4"
employment level of the Registrant will vest if the value of the Common Stock
attains a preestablished market price target on or before June 15, 2002, as more
fully set forth in the Stock Option agreements.  If the option does not vest as
set forth above, it shall vest in full on the ninth anniversary of the date of
the grant.  Stock Options granted to eligible employees in the "Tier 5"
employment level of the Registrant and certain other employees will vest in full
on the third anniversary of the date of grant.  Notwithstanding these normal
vesting rules, unless previously terminated, all employees will become fully
vested upon a Change of Control (as that term is defined in the Plan).
Generally, the Stock Options are nontransferable except by will or by the
laws of descent and distribution and, during the lifetime of an employee, may be
exercised only by the employee.  However, a Tier 2 or Tier 3 employee may
transfer a Stock Option to (i) the spouse, children, or grandchildren of the
Tier 2 or Tier 3 employee ("Immediate Family Members"), (ii) a trust or trusts
for the exclusive benefit of the employee and/or such Immediate Family Members,
or (iii) a partnership in which the employee and/or such Immediate Family
Members are the only partners, provided that: no consideration is paid to the
Tier 2 or Tier 3 employee in connection with the transfer; in the event of a
transfer to an individual, the Stock Option is exercisable, during the Tier 2 or
Tier 3 employee's lifetime, only by the transferee or by his or her guardian or
legal representative; following a transfer, the Tier 2 or Tier 3 employee
retains no right or reversion in the Stock Option (or the underlying Common
Stock upon exercise) and has no right to alter or amend the Stock Option or
revoke the transfer; and subsequent transfer of the Stock Option by the
transferee (excluding transfers by will or by the laws of descent and
distribution) is prohibited.  Following transfer, a Stock Option generally will
continue to be subject to the same terms and conditions as were applicable to
the Stock Option immediately before transfer.

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

Item 5.  Interests of Named Experts and Counsel.

     John G. Finneran, Jr., Senior Vice President, General Counsel and Corporate
Secretary of the Registrant, who has rendered the opinion attached hereto as
Exhibit 5 holds 6,357 shares of Common Stock and options to purchase an
additional 112,857 shares of Common Stock issued under the Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.
Exhibit                                                                
       Number         Description                 Reference 
----------------------------------------------------------------------------------
5     Opinion of Counsel                Filed herewith
                                                
       23.1     Consent of Counsel                Contained in Exhibit 5
                                                
       23.2     Consent of Independent Auditors   Filed herewith
Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Commonwealth of Virginia, on the 13th 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 13th day of May, 1999.
SIGNATURE                                TITLE
/s/ Richard D. Fairbank        Director, Chairman and Chief Executive Officer
-----------------------        (Principal Executive Officer)           
Richard D. Fairbank                

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

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

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

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

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

                               Director
-------------------                    
James V. Kimsey

/s/ Stanley I. Westreich       Director
------------------------               
Stanley I. Westreich
Exhibit Index
Exhibit                                                                                  Sequential     
   Number                                   Description                                     Page Number     
-------------  ----------------------------------------------------------------------  ---------------------
5          Opinion of Counsel                                                               9

  23.2          Consent of Independent Auditors                                                 10