<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 NON-EMPLOYEE DIRECTORS 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)

                                   ----------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
<S>     <C>                   <C>                 <C>                 <C>                 <C>
      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
------------------------------------------------------------------------------------------------------
     Common Stock, par value
     $.01 per share,             175,000          $167.0625           $29,235,937.50       $8,127.60
     including attached
     Rights (3)
======================================================================================================
</TABLE>

(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 employees 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.
<TABLE>
<CAPTION>

            Exhibit             Description                                          Reference
            Number              -----------                                          ---------
            -------
<S>          <C>         <C>                                                         <C>

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

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

               4        Capital One Financial Corporation 1999                       Filed herewith
                        Non-Employee Directors Stock Incentive Plan

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

<PAGE>
<TABLE>
<CAPTION>
<S>            C>       <C>                                                          <C>

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

               24       Power of Attorney                                           Set forth on signature page

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



/s/ W. Ronald Deitz
--------------------------------------                       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 Non-Employee          9
             Directors Stock Incentive Plan

      5      Opinion of Counsel                                           16

     23.2    Consent of Independent Auditors                              17

<PAGE>



                                                                       Exhibit 4




                        CAPITAL ONE FINANCIAL CORPORATION
                1999 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                        (Effective as of April 29, 1999)

     1.  Purpose.  The  purpose of the Capital One  Financial  Corporation  1999
Non-Employee  Directors  Stock  Incentive  Plan  (the  "Plan")  is to  encourage
ownership in the Company by non-employee  members of the Board of Directors,  in
order to promote long-term shareholder value and to provide non-employee members
of the Board with an incentive to continue as directors of the Company.

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

               A.   "Board"  means the Board of  Directors  of the  Company.

               B.   "Change  of  Control"  means:

                    (i) The  acquisition by 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

<PAGE>

               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

<PAGE>

               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.

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

               D.  "Company  Stock"  means  Common  Stock of the  Company or any
               securities  substituted for Common Stock of the Company  pursuant
               to Section  10.

               E.  "Date of  Grant"  means  the date as of which a  director  is
               awarded an Option  pursuant to Section 7.

               F.  "Disability"  means the  inability to perform the services to
               the Company as a director as  determined  by the Board,  and such
               determination shall be conclusive.

               G. "Eligible  Director" means a director  described in Section 4.

               H.  "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  Board  using  any  reasonable  method in good
               faith.

               I. "IRC" means the Internal Revenue Code of 1986, as amended.

               J.  "Option" or  "Options"  means the right to  purchase  Company
               Stock subject to the terms and conditions set forth in Section 7.

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

     3.  Administration.

               A. The Board  shall  administer  the Plan.  The award of  Options
               under the Plan shall be as described in Section 7.  However,  the
               Board  shall  have all  powers  vested  in it by the terms of the

<PAGE>

               Plan,  including,  without limitation,  the authority (within the
               limitations  described  herein)  to  prescribe  the  form  of the
               agreement  applicable  to evidence the award of Options under the
               Plan, to construe the Plan,  to determine  all questions  arising
               under the Plan, and to adopt and amend rules and  regulations for
               the  administration  of the  Plan as it may deem  desirable.  Any
               decision  of the  Board in the  administration  of the  Plan,  as
               described  herein,  shall be final and conclusive.  The Board may
               act only by a majority  of its  members in  office,  except  that
               members  thereof may authorize any one or more of their number or
               any officer of the Company to execute  and deliver  documents  on
               behalf of the  Board.

               B.  The  Board  shall  have  general   authority  to  impose  any
          limitation   or  condition   upon  an  Option  that  the  Board  deems
          appropriate  to achieve the objectives of the Option and the Plan and,
          in  addition,  and  without  limitation  and in addition to powers set
          forth  elsewhere  in the  Plan,  shall  have the  power  and  complete
          discretion to determine (a) which Eligible  Directors shall receive an
          Option  and the  nature  of the  Option,  (b) the  number of shares of
          Company Stock to be covered by each Option,  (c) the Fair Market Value
          of  Company  Stock,  (d) the time or  times  when an  Option  shall be
          granted,  (e) whether an Option shall  become  vested over a period of
          time  and  when it shall be  fully  vested,  (f) when  Options  may be
          exercised,  (g) whether a Disability  exists,  (h) the manner in which
          payment  will be  made  upon  the  exercise  of  Options,  (i)  notice
          provisions  relating to the sale of Company Stock  acquired  under the
          Plan, and (j) any additional requirements relating to Options that the
          Board deems appropriate.

               C. No  member  of 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 Board and each other
          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.

     4.  Participation  in the Plan.  Each  director  of the  Company who is not
otherwise an employee of the Company or any  Subsidiary  on the Date of Grant of
an Option under the Plan shall be eligible to  participate in the Plan.

     5.  Stock  Subject to the Plan.  Subject  to Section 10 of the Plan,  there
shall be reserved for issuance  under the Plan an aggregate of 175,000 shares of
Company  Stock,  which shall be treasury  shares.  Shares granted under the Plan
subject to Options that expire or otherwise  terminate  unexercised may again be
subjected to a grant under the Plan. The Board is expressly  authorized to grant
an Option to an optionee  conditioned  upon the surrender for cancellation of an
existing  Option.  For  purposes  of  determining  the number of shares that are
available  for Options  under the Plan,  such number shall include the number of
shares surrendered by an optionee in payment of the exercise price of an Option.

     6. Non-Statutory Stock Options. All Options granted under the Plan shall be
non-statutory in nature and shall not be entitled to special tax treatment under
IRC Section 422.

     7. Terms,  Conditions and Award of Options.  The Board may award Options to
Eligible  Directors  under this Plan from time to time as it deems  appropriate.
Each award of an Option  shall be  evidenced  by written  agreement  between the
Company and the  Eligible  Director in such form as the Board shall from time to
time approve,  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.

<PAGE>

               A. Option Exercise Price.  The Option exercise price shall be the
               Fair Market Value of the shares of Company  Stock subject to such
               Option  on the  Date  of  Grant.

               B. Options Not Transferable.  Options,  by their terms, shall not
               be  transferable by the optionee except by will or by the laws of
               descent and  distribution  and shall be  exercisable,  during the
               optionee's  lifetime,  only by the optionee or by his guardian or
               legal  representative.  An Option  transferred  by will or by the
               laws  of  descent  and  distribution  may  be  exercised  by  the
               optionee's personal representative within one year of the date of
               the  optionee's  death to the  extent  the  optionee  could  have
               exercised  the Option on the date of his death,  but in any event
               not later than the expiration date of the Option exercise period.
               The Board is expressly authorized,  in its discretion, to provide
               that all or a portion of an Option may be granted to an  optionee
               upon  terms  that  permit  transfer  of the  Option in a form and
               manner  determined by the Board.  Any person to whom an Option is
               transferred  pursuant to this Section 7 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 Board any
               documents as may be requested by the Board from time to time.

               C.  Exercise of Options.  An Option shall be  exercisable  on the
               terms and conditions determined by the Board; provided,  however,
               that no Option  may be  exercised:

                    (i) if sooner terminated in accordance with the terms of the
               Plan or the Option, or later than ten (10) years from the Date of
               Grant;  and

                    (ii) unless optionee  delivers payment in cash in the amount
               of the full Option exercise price for the shares of Company Stock
               being acquired thereunder provided that if the terms of an Option
               so permit,  the optionee may (i) deliver  Company  Stock owned by
               the  optionee  (valued  at  Fair  Market  Value  on the  date  of
               exercise)  in  satisfaction  of all or any  part of the  exercise
               price  or  (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.

               D. Change of Control.  The Board 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.

     8.  Termination,  Modification,  Change.  If not sooner  terminated  by the
Board,  the Plan shall  terminate at the close of business on April 28, 2009. No
Options  shall be granted  under the Plan after its  termination.  The Board may
terminate  the Plan or may  amend  the Plan in such  respects  as it shall  deem

<PAGE>

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  optionee,  detrimentally  affect an optionee's
rights under an Option  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  may  terminate  any  Option
previously granted to an optionee 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 such Option or portion thereof pays to such
optionee  an amount in cash for each  share of  Company  Stock  subject  to such
Option 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  exercise  price
per share of such  Option  or, if the Board  permits  and the  optionee  elects,
accelerates the  exercisability of such optionee's Option or portion thereof (if
necessary)  and allows such  optionee 30 days to exercise such Option or portion
thereof  before the  termination  of such Option or portion  thereof.  The Board
shall also have the power to amend the terms of  previously  granted  Options so
long as the  terms as  amended  are  consistent  with the  terms of the Plan and
provided  that,  except for such  amendments as the Board deems  appropriate  to
ensure  compliance  with applicable law, the consent of the optionee is obtained
with respect to any amendment that would be detrimental to him.

     9. Limitation of Rights.

               A. No Right to Continue  as a Director.  Neither the Plan nor the
               award of an Option,  nor any other action  taken  pursuant to the
               Plan,  shall  constitute  or be  evidence  of  any  agreement  or
               understanding,  express or implied,  that the Company will retain
               any  person  as  a  director  for  any  period  of  time.

               B. No  Shareholders'  Rights Under Options.  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  optionee a customary
               written indication of his investment  intent.  Until the optionee
               has  made  any  required  payment  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.

     10.  Changes 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
               Board (whose determination shall be binding on all persons) may

<PAGE>

take such actions with  respect to the Plan and any  outstanding  Options as the
Board 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
Options then  outstanding or to be granted under the Plan, the maximum number of
shares or securities  which may be delivered  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  Board  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
               Board may take the foregoing  actions  without the consent of any
               optionee,  and the Board's  determination shall be conclusive and
               binding on all persons for all purposes.

     11. Notice. All notices and other  communications  required or permitted to
be given  under the Plan  shall be in  writing  and shall be deemed to have been
duly given if delivered  personally or mailed first class,  postage prepaid,  as
follows:  (a) if to  the  Company,  at its  principal  business  address  to the
attention of the Secretary;  and (b) if to any optionee,  at the last address of
the optionee  known to the sender at the time the notice or other  communication
is sent.

     12.  Governing  Law. The terms of the Plan shall be governed by the laws 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 175,000 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
Non-Employee Directors 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
Non-Employee  Directors  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": 47852}]
{"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": "333-78635", "film-number": "99628065"}, "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 NON-EMPLOYEE DIRECTORS 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
------------------------------------------------------------------------------------------------------
     Common Stock, par value
     $.01 per share,             175,000          $167.0625           $29,235,937.50       $8,127.60
     including attached
     Rights (3)
======================================================================================================
(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 employees 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 Incorporation of Capital             Incorporated by reference to
                        One Financial Corporation                                    Exhibit 3.1 of the Registrant's
                                                                                     Annual Report on Form 10-K for
                                                                                     the year ended December 31, 1994

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

               4        Capital One Financial Corporation 1999                       Filed herewith
                        Non-Employee Directors Stock Incentive Plan

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

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

/s/ W. Ronald Deitz
--------------------------------------                       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 Non-Employee          9
             Directors Stock Incentive Plan

      5      Opinion of Counsel                                           16

     23.2    Consent of Independent Auditors                              17
Exhibit 4

                        CAPITAL ONE FINANCIAL CORPORATION
                1999 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                        (Effective as of April 29, 1999)

     1.  Purpose.  The  purpose of the Capital One  Financial  Corporation  1999
Non-Employee  Directors  Stock  Incentive  Plan  (the  "Plan")  is to  encourage
ownership in the Company by non-employee  members of the Board of Directors,  in
order to promote long-term shareholder value and to provide non-employee members
of the Board with an incentive to continue as directors of the Company.

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

               A.   "Board"  means the Board of  Directors  of the  Company.

               B.   "Change  of  Control"  means:

                    (i) The  acquisition by 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.

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

               D.  "Company  Stock"  means  Common  Stock of the  Company or any
               securities  substituted for Common Stock of the Company  pursuant
               to Section  10.

               E.  "Date of  Grant"  means  the date as of which a  director  is
               awarded an Option  pursuant to Section 7.

               F.  "Disability"  means the  inability to perform the services to
               the Company as a director as  determined  by the Board,  and such
               determination shall be conclusive.

               G. "Eligible  Director" means a director  described in Section 4.

               H.  "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  Board  using  any  reasonable  method in good
               faith.

               I. "IRC" means the Internal Revenue Code of 1986, as amended.

               J.  "Option" or  "Options"  means the right to  purchase  Company
               Stock subject to the terms and conditions set forth in Section 7.

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

     3.  Administration.

               A. The Board  shall  administer  the Plan.  The award of  Options
               under the Plan shall be as described in Section 7.  However,  the
               Board  shall  have all  powers  vested  in it by the terms of the
Plan,  including,  without limitation,  the authority (within the
               limitations  described  herein)  to  prescribe  the  form  of the
               agreement  applicable  to evidence the award of Options under the
               Plan, to construe the Plan,  to determine  all questions  arising
               under the Plan, and to adopt and amend rules and  regulations for
               the  administration  of the  Plan as it may deem  desirable.  Any
               decision  of the  Board in the  administration  of the  Plan,  as
               described  herein,  shall be final and conclusive.  The Board may
               act only by a majority  of its  members in  office,  except  that
               members  thereof may authorize any one or more of their number or
               any officer of the Company to execute  and deliver  documents  on
               behalf of the  Board.

               B.  The  Board  shall  have  general   authority  to  impose  any
          limitation   or  condition   upon  an  Option  that  the  Board  deems
          appropriate  to achieve the objectives of the Option and the Plan and,
          in  addition,  and  without  limitation  and in addition to powers set
          forth  elsewhere  in the  Plan,  shall  have the  power  and  complete
          discretion to determine (a) which Eligible  Directors shall receive an
          Option  and the  nature  of the  Option,  (b) the  number of shares of
          Company Stock to be covered by each Option,  (c) the Fair Market Value
          of  Company  Stock,  (d) the time or  times  when an  Option  shall be
          granted,  (e) whether an Option shall  become  vested over a period of
          time  and  when it shall be  fully  vested,  (f) when  Options  may be
          exercised,  (g) whether a Disability  exists,  (h) the manner in which
          payment  will be  made  upon  the  exercise  of  Options,  (i)  notice
          provisions  relating to the sale of Company Stock  acquired  under the
          Plan, and (j) any additional requirements relating to Options that the
          Board deems appropriate.

               C. No  member  of 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 Board and each other
          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.

     4.  Participation  in the Plan.  Each  director  of the  Company who is not
otherwise an employee of the Company or any  Subsidiary  on the Date of Grant of
an Option under the Plan shall be eligible to  participate in the Plan.

     5.  Stock  Subject to the Plan.  Subject  to Section 10 of the Plan,  there
shall be reserved for issuance  under the Plan an aggregate of 175,000 shares of
Company  Stock,  which shall be treasury  shares.  Shares granted under the Plan
subject to Options that expire or otherwise  terminate  unexercised may again be
subjected to a grant under the Plan. The Board is expressly  authorized to grant
an Option to an optionee  conditioned  upon the surrender for cancellation of an
existing  Option.  For  purposes  of  determining  the number of shares that are
available  for Options  under the Plan,  such number shall include the number of
shares surrendered by an optionee in payment of the exercise price of an Option.

     6. Non-Statutory Stock Options. All Options granted under the Plan shall be
non-statutory in nature and shall not be entitled to special tax treatment under
IRC Section 422.

     7. Terms,  Conditions and Award of Options.  The Board may award Options to
Eligible  Directors  under this Plan from time to time as it deems  appropriate.
Each award of an Option  shall be  evidenced  by written  agreement  between the
Company and the  Eligible  Director in such form as the Board shall from time to
time approve,  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.
A. Option Exercise Price.  The Option exercise price shall be the
               Fair Market Value of the shares of Company  Stock subject to such
               Option  on the  Date  of  Grant.

               B. Options Not Transferable.  Options,  by their terms, shall not
               be  transferable by the optionee except by will or by the laws of
               descent and  distribution  and shall be  exercisable,  during the
               optionee's  lifetime,  only by the optionee or by his guardian or
               legal  representative.  An Option  transferred  by will or by the
               laws  of  descent  and  distribution  may  be  exercised  by  the
               optionee's personal representative within one year of the date of
               the  optionee's  death to the  extent  the  optionee  could  have
               exercised  the Option on the date of his death,  but in any event
               not later than the expiration date of the Option exercise period.
               The Board is expressly authorized,  in its discretion, to provide
               that all or a portion of an Option may be granted to an  optionee
               upon  terms  that  permit  transfer  of the  Option in a form and
               manner  determined by the Board.  Any person to whom an Option is
               transferred  pursuant to this Section 7 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 Board any
               documents as may be requested by the Board from time to time.

               C.  Exercise of Options.  An Option shall be  exercisable  on the
               terms and conditions determined by the Board; provided,  however,
               that no Option  may be  exercised:

                    (i) if sooner terminated in accordance with the terms of the
               Plan or the Option, or later than ten (10) years from the Date of
               Grant;  and

                    (ii) unless optionee  delivers payment in cash in the amount
               of the full Option exercise price for the shares of Company Stock
               being acquired thereunder provided that if the terms of an Option
               so permit,  the optionee may (i) deliver  Company  Stock owned by
               the  optionee  (valued  at  Fair  Market  Value  on the  date  of
               exercise)  in  satisfaction  of all or any  part of the  exercise
               price  or  (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.

               D. Change of Control.  The Board 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.

     8.  Termination,  Modification,  Change.  If not sooner  terminated  by the
Board,  the Plan shall  terminate at the close of business on April 28, 2009. No
Options  shall be granted  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  optionee,  detrimentally  affect an optionee's
rights under an Option  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  may  terminate  any  Option
previously granted to an optionee 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 such Option or portion thereof pays to such
optionee  an amount in cash for each  share of  Company  Stock  subject  to such
Option 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  exercise  price
per share of such  Option  or, if the Board  permits  and the  optionee  elects,
accelerates the  exercisability of such optionee's Option or portion thereof (if
necessary)  and allows such  optionee 30 days to exercise such Option or portion
thereof  before the  termination  of such Option or portion  thereof.  The Board
shall also have the power to amend the terms of  previously  granted  Options so
long as the  terms as  amended  are  consistent  with the  terms of the Plan and
provided  that,  except for such  amendments as the Board deems  appropriate  to
ensure  compliance  with applicable law, the consent of the optionee is obtained
with respect to any amendment that would be detrimental to him.

     9. Limitation of Rights.

               A. No Right to Continue  as a Director.  Neither the Plan nor the
               award of an Option,  nor any other action  taken  pursuant to the
               Plan,  shall  constitute  or be  evidence  of  any  agreement  or
               understanding,  express or implied,  that the Company will retain
               any  person  as  a  director  for  any  period  of  time.

               B. No  Shareholders'  Rights Under Options.  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  optionee a customary
               written indication of his investment  intent.  Until the optionee
               has  made  any  required  payment  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.

     10.  Changes 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
               Board (whose determination shall be binding on all persons) may
take such actions with  respect to the Plan and any  outstanding  Options as the
Board 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
Options then  outstanding or to be granted under the Plan, the maximum number of
shares or securities  which may be delivered  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  Board  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
               Board may take the foregoing  actions  without the consent of any
               optionee,  and the Board's  determination shall be conclusive and
               binding on all persons for all purposes.

     11. Notice. All notices and other  communications  required or permitted to
be given  under the Plan  shall be in  writing  and shall be deemed to have been
duly given if delivered  personally or mailed first class,  postage prepaid,  as
follows:  (a) if to  the  Company,  at its  principal  business  address  to the
attention of the Secretary;  and (b) if to any optionee,  at the last address of
the optionee  known to the sender at the time the notice or other  communication
is sent.

     12.  Governing  Law. The terms of the Plan shall be governed by the laws 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 175,000 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
Non-Employee Directors 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
Non-Employee  Directors  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