<PAGE>


      As filed with the Securities and Exchange Commission on May 7, 1999
                              Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                        CAPITAL ONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

                           JOHN G. FINNERAN, JR., Esq.
                     Senior Vice President, General Counsel
                             and Corporate Secretary
                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                                 (703) 205-1030

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
                                               Proposed Maximum      Proposed Maximum         Amount of
 Title of Security to       Amount to be        Offering Price          Aggregate           Registration
    be Registered          Registered(1)           Per Unit         Offering Price(2)            Fee
------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                 <C>                 <C>

     Common Stock
   $.01 par value,           3,250,000             $169.375            $550,468,750          $153,030.32
  including attached
      Rights(3)
============================================================================================================
</TABLE>
(1) The number of shares of Common  Stock  registered  hereunder  includes  such
additional  shares of Common Stock as may be necessary to give effect to a stock
split or stock dividend.

(2) Estimated solely for purposes of calculating the registration  fee. Based on
the  average of the high and low  prices  for the  Common  Stock on the New York
Stock Exchange on April 29, 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 II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Capital One Financial  Corporation  (the  "Registrant")  is filing this
Registration  Statement  solely to register  additional  shares of Common  Stock
issuable  pursuant  to  incentive  awards  granted  or to be  granted  under the
Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration Statement
incorporates by reference the contents of the Registrant's  earlier Registration
Statements  Nos.  33-86986,  333-4586 and  333-51637  which relate to 10,620,880
shares of Common Stock  issuable  pursuant to incentive  awards granted or to be
granted under the Plan,  and any  documents  incorporated  by reference  therein
including any such documents  subsequently filed by the Registrant.  The maximum
number of shares that may be issuable under the Plan is 13,870,880.

Item 5.  Interests of Named Experts and Counsel.

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

Item 8.  Exhibits.
<TABLE>
<CAPTION>

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

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

           5              Opinion of Counsel                                   Filed herewith

          23.1            Consent of Counsel                                   Contained in Exhibit 5

          23.2            Consent of Independent Auditors                      Filed herewith

           24             Power of Attorney                                    Set forth on signature page

</TABLE>


<PAGE>




                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Commonwealth of Virginia, on the 6th 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 6th 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 Dietz
-------------------------------------                        Director
W. Ronald Dietz



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



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



/s/ James V. Kimsey
-------------------------------------                        Director
James V. Kimsey



/s/ Stanley I. Westreich
-------------------------------------                        Director
Stanley I. Westreich

</TABLE>




<PAGE>

<TABLE>
<CAPTION>

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

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

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

            5               Opinion of Counsel

           23.1             Consent of Counsel                                    Contained in Exhibit 5

           23.2             Consent of Independent Auditors

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



<PAGE>

[Capital One Letterhead]

                                                                      Exhibit 5

                                                     May 6, 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  3,250,000  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
1994 Stock  Incentive  Plan (the "Plan").  I am familiar  with the  Registration
Statement and have examined such corporate documents and records,  including the
Plan, and such matters of law as I have  considered  appropriate to enable me to
render the following opinion.

                  On the basis of the  foregoing,  I am of the opinion  that the
shares  of Common  Stock  have been duly  authorized  and when  issued  and sold
consistent  with the terms of the Plan and the related  resolutions of the Board
of Directors and the Compensation Committee,  will be validly issued, fully paid
and non-assessable shares of the Company's Common Stock.

                  I hereby consent to the filing of this opinion as Exhibit 5 to
the  Registration  Statement  and to  the  reference  to me  under  the  caption
"Interests of Named Experts and Counsel" in the Registration Statement.


                                                 Very truly yours,



                                                 /s/ John G. Finneran, Jr.
                                                 -------------------------------
                                                 John G. Finneran, Jr.
                                                 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 1994 Stock  Incentive  Plan of  Capital  One
Financial  Corporation 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 5, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14977}]
{"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": "333-78067", "film-number": "99614357"}, "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 7, 1999
                              Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                        CAPITAL ONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

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

                                   ----------

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

                                   ----------

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

                                   ----------

                           JOHN G. FINNERAN, JR., Esq.
                     Senior Vice President, General Counsel
                             and Corporate Secretary
                      2980 Fairview Park Drive, Suite 1300
                        Falls Church, Virginia 22042-4525
                                 (703) 205-1030

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------
                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                               Proposed Maximum      Proposed Maximum         Amount of
 Title of Security to       Amount to be        Offering Price          Aggregate           Registration
    be Registered          Registered(1)           Per Unit         Offering Price(2)            Fee
------------------------------------------------------------------------------------------------------------
Common Stock
   $.01 par value,           3,250,000             $169.375            $550,468,750          $153,030.32
  including attached
      Rights(3)
============================================================================================================
(1) The number of shares of Common  Stock  registered  hereunder  includes  such
additional  shares of Common Stock as may be necessary to give effect to a stock
split or stock dividend.

(2) Estimated solely for purposes of calculating the registration  fee. Based on
the  average of the high and low  prices  for the  Common  Stock on the New York
Stock Exchange on April 29, 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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Capital One Financial  Corporation  (the  "Registrant")  is filing this
Registration  Statement  solely to register  additional  shares of Common  Stock
issuable  pursuant  to  incentive  awards  granted  or to be  granted  under the
Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration Statement
incorporates by reference the contents of the Registrant's  earlier Registration
Statements  Nos.  33-86986,  333-4586 and  333-51637  which relate to 10,620,880
shares of Common Stock  issuable  pursuant to incentive  awards granted or to be
granted under the Plan,  and any  documents  incorporated  by reference  therein
including any such documents  subsequently filed by the Registrant.  The maximum
number of shares that may be issuable under the Plan is 13,870,880.

Item 5.  Interests of Named Experts and Counsel.

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

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

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

           5              Opinion of Counsel                                   Filed herewith

          23.1            Consent of Counsel                                   Contained in Exhibit 5

          23.2            Consent of Independent Auditors                      Filed herewith

           24             Power of Attorney                                    Set forth on signature page
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Commonwealth of Virginia, on the 6th 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 6th 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 Dietz
-------------------------------------                        Director
W. Ronald Dietz

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

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

/s/ James V. Kimsey
-------------------------------------                        Director
James V. Kimsey

/s/ Stanley I. Westreich
-------------------------------------                        Director
Stanley I. Westreich
Exhibit Index
                                                  ---------------

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

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

            5               Opinion of Counsel

           23.1             Consent of Counsel                                    Contained in Exhibit 5

           23.2             Consent of Independent Auditors

            24              Power of Attorney                                     Set forth on signature page
[Capital One Letterhead]

                                                                      Exhibit 5

                                                     May 6, 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  3,250,000  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
1994 Stock  Incentive  Plan (the "Plan").  I am familiar  with the  Registration
Statement and have examined such corporate documents and records,  including the
Plan, and such matters of law as I have  considered  appropriate to enable me to
render the following opinion.

                  On the basis of the  foregoing,  I am of the opinion  that the
shares  of Common  Stock  have been duly  authorized  and when  issued  and sold
consistent  with the terms of the Plan and the related  resolutions of the Board
of Directors and the Compensation Committee,  will be validly issued, fully paid
and non-assessable shares of the Company's Common Stock.

                  I hereby consent to the filing of this opinion as Exhibit 5 to
the  Registration  Statement  and to  the  reference  to me  under  the  caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                                 Very truly yours,

                                                 /s/ John G. Finneran, Jr.
                                                 -------------------------------
                                                 John G. Finneran, Jr.
                                                 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 1994 Stock  Incentive  Plan of  Capital  One
Financial  Corporation 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 5, 1999