<PAGE>










      As filed with the Securities and Exchange Commission on June 19, 1998

                                                      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
                        (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
                                 (703) 205-1030
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
============================== ---------------- -------------------- -------------------- -------------

    Title of Security            Amount to be    Proposed Maximum     Proposed Maximum      Amount of
     to be Registered            Registered       Offering Price          Aggregate       Registration
                                                   Per Unit (2)        Offering Price          Fee
============================== ================ ==================== ==================== =============

<S>                                <C>                <C>               <C>                  <C>
     Stock Options (1)             240,093            $13.14            $3,154,822.02        $930.67
============================== ================ ==================== ==================== =============
</TABLE>

(1) Represent  options  to  purchase  shares  of  common  stock,  $.01 par value
    ("Common  Stock"),  of the Registrant  issuable under the Registrant's  1994
    Stock  Incentive Plan (the "Plan") in  consideration  for the agreement of a
    recipient to forgo  incentive  compensation  payments.  The shares of Common
    Stock  issuable  upon the  exercise  of the Stock  Options  previously  were
    registered  under  the  Securities  Act of 1933,  as  amended,  pursuant  to
    Registration Statement No. 333-51637 (dated May 1, 1998).

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



<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

    (a) The Registrant's  Annual Report on Form 10-K for the year ended December
        31, 1997.

    (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
        March 31, 1998.

    (c) The  Registrant's  Current Reports on Form 8-K, dated January 15, 1998,
        April 16, 1998 and June 12, 1998.

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

Item 4.  Description of Securities.

         The  Board of  Directors  of the  Registrant  has  approved,  under the
Registrant's  1994 Stock  Incentive  Plan (the  "Plan"),  a 1998 Special  Option
Program (the "Program") under which eligible  employees are entitled to elect to
forgo incentive compensation payments and receive in consideration stock options
issued under the Plan (the "Stock Options").  Each Stock Option will entitle the
holder to purchase  shares of Common Stock at an exercise  price per share equal
to the fair  market  value (as  defined by the Plan) of the Common  Stock on the
date of the grant. Each Stock Option will expire on the tenth anniversary of its
date of grant.  Upon the  termination  of  employment  of the holder,  the Stock
Option will be  forfeited  if not then  vested and the Stock  Option will remain
exercisable  (if  vested)  only for a period  of three  months  from the date of
termination,  except  that,  in the  event  of the  death of the  holder  or the
termination of the holder's  employment due to disability,  the Stock Option, to
the extent  that it was  exercisable  on the date of such death or  termination,
shall remain  exercisable  for a period of one year (but not beyond the ten-year
expiration date of the Stock Option).

         Stock  Options  will vest if the value of the  Common  Stock  attains a
preestablished  market  price target on or before the third  anniversary  of the
date of grant,  as more fully set forth in the Stock Option  agreements.  If the
option  does not  vest as set  forth  above,  it shall  terminate  on the  third
anniversary  of the date of grant.  Notwithstanding  these normal vesting rules,
unless previously terminated, all options will become fully vested upon a Change
of Control (as that term is defined in the Plan).

         Generally,  the Stock Options are nontransferable  except by will or by
the laws of descent and  distribution  and,  during the lifetime of an employee,
may be exercised only by the employee. However, an employee may transfer a Stock




                                       2
<PAGE>






Option to (i) the spouse, children, or grandchildren of the employee ("Immediate
Family  Members"),  (ii) a trust or  trusts  for the  exclusive  benefit  of the
employee and/or such Immediate  Family Members,  or (iii) a partnership in which
the  employee  and/or  such  Immediate  Family  Members  are the only  partners,
provided that: no  consideration  is paid to the employee in connection with the
transfer;  in the event of a  transfer  to an  individual,  the Stock  Option is
exercisable, during the employee's lifetime, only by the transferee or by his or
her guardian or legal representative; following a transfer, the employee retains
no right or reversion in the Stock Option (or the  underlying  Common Stock upon
exercise)  and has no right to alter or amend  the Stock  Option  or revoke  the
transfer;  and  subsequent  transfer  of the  Stock  Option  by  the  transferee
(excluding  transfers  by will or by the laws of descent  and  distribution)  is
prohibited.  Following  transfer,  a Stock Option  generally will continue to be
subject to the same terms and conditions as were  applicable to the Stock Option
immediately before transfer.

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

Item 5.  Interests of Named Experts and Counsel.

         John G.  Finneran,  Jr.,  general  counsel of the  Registrant,  who has
rendered the opinion  attached hereto as Exhibit 5.1, owns  approximately  2,674
shares of Common Stock, holds options to purchase 162,273 shares of Common Stock
issued under the Plan, and is expected to be a participant in the Program.

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.



                                       3
<PAGE>




         The  Registrant  also  maintains a director's  and officer's  insurance
policy generally  covering the activities for which such persons are entitled to
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>

         Exhibit
         Number         Description                                  Reference
         ------         ----------                                   ---------
<S>                     <C>                                          <C>
           5.1          Opinion of Counsel                           Filed herewith
          23.1          Consent of Counsel                           Contained in Exhibit 5.1
          23.2          Consent of Ernst & Young LLP                 Filed herewith
</TABLE>

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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


                                       4
<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.




                                       5
<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 County of Fairfax, Commonwealth of Virginia, on June 18,
1998.


                                 CAPITAL ONE FINANCIAL CORPORATION
                               
                               
                               
                                   By: /s/ John G. Finneran, Jr.
                                       John G. Finneran, Jr.
                                        Corporate Secretary
                      

         Each person whose  signature  appears  below  constitutes  and appoints
James M. Zinn and John G.  Finneran,  Jr., and each of them, his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him and in his name,  place and  stead,  and in any and all
capacities, to sign any or all 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,  state  securities law
administrators,  other  governmental  authorities,  the National  Association of
Securities   Dealers,   Inc,   and   stock   exchanges,   granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue thereof.




                                       6
<PAGE>




         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 18, 1998.

<TABLE>
<CAPTION>

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



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



/s/ James M. Zinn                          Senior Vice President (Principal Financial Officer
--------------------------                 and Principal Accounting Officer)
James M. Zinn                              



                                           Director
--------------------------
William Ronald Dietz



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



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



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



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




                                       7
<PAGE>

</TABLE>


                                  Exhibit Index
<TABLE>
<CAPTION>


   Exhibit                                   Description                         Sequential
   Number                                                                        Page Number
   ------                                                                        -----------
<S>                        <C>                                                   <C>
    5.1                    Opinion of Counsel                                         9
    23.2                   Consent of Ernst & Young LLP                               10

</TABLE>



                                       8
<PAGE>


[Letterhead]

                                                                     Exhibit 5.1


                                  June 18, 1998



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

Gentlemen:

                  As the General  Counsel of Capital One  Financial  Corporation
(the  "Company"),  I have  participated  in the  preparation  of a  Registration
Statement on Form S-8 to be filed with the  Securities  and Exchange  Commission
pursuant  to  the  Securities  Act  of  1933,  as  amended  (the   "Registration
Statement"),  with  respect to the offer and sale of stock  options of a maximum
aggregate  dollar  amount of  $3,154,822.02  ("Stock  Options")  exercisable  to
purchase shares of Common Stock,  par value $.01 per share, of the Company to be
issued  pursuant to the Capital One Financial  Corporation  1994 Stock Incentive
Plan (the  "Plan").  I am  familiar  with the  Registration  Statement  and have
examined  such  corporate  documents and records,  including the Plan,  and such
matters  of law as I have  considered  appropriate  to enable  me to render  the
following opinion.

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

                  I hereby  consent to the filing of this opinion as Exhibit 5.1
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 ERNST & YOUNG LLP



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 15, 1998, 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, 1997, filed with the Securities and Exchange Commission.


                                ERNST & YOUNG LLP

Washington, D.C.
June 18, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25029}]
{"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": "333-57317", "film-number": "98651297"}, "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 June 19, 1998

                                                      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
                        (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
                                 (703) 205-1030
            (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       Offering Price          Aggregate       Registration
                                                   Per Unit (2)        Offering Price          Fee
============================== ================ ==================== ==================== =============
Stock Options (1)             240,093            $13.14            $3,154,822.02        $930.67
============================== ================ ==================== ==================== =============
(1) Represent  options  to  purchase  shares  of  common  stock,  $.01 par value
    ("Common  Stock"),  of the Registrant  issuable under the Registrant's  1994
    Stock  Incentive Plan (the "Plan") in  consideration  for the agreement of a
    recipient to forgo  incentive  compensation  payments.  The shares of Common
    Stock  issuable  upon the  exercise  of the Stock  Options  previously  were
    registered  under  the  Securities  Act of 1933,  as  amended,  pursuant  to
    Registration Statement No. 333-51637 (dated May 1, 1998).

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

    (a) The Registrant's  Annual Report on Form 10-K for the year ended December
        31, 1997.

    (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
        March 31, 1998.

    (c) The  Registrant's  Current Reports on Form 8-K, dated January 15, 1998,
        April 16, 1998 and June 12, 1998.

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

Item 4.  Description of Securities.

         The  Board of  Directors  of the  Registrant  has  approved,  under the
Registrant's  1994 Stock  Incentive  Plan (the  "Plan"),  a 1998 Special  Option
Program (the "Program") under which eligible  employees are entitled to elect to
forgo incentive compensation payments and receive in consideration stock options
issued under the Plan (the "Stock Options").  Each Stock Option will entitle the
holder to purchase  shares of Common Stock at an exercise  price per share equal
to the fair  market  value (as  defined by the Plan) of the Common  Stock on the
date of the grant. Each Stock Option will expire on the tenth anniversary of its
date of grant.  Upon the  termination  of  employment  of the holder,  the Stock
Option will be  forfeited  if not then  vested and the Stock  Option will remain
exercisable  (if  vested)  only for a period  of three  months  from the date of
termination,  except  that,  in the  event  of the  death of the  holder  or the
termination of the holder's  employment due to disability,  the Stock Option, to
the extent  that it was  exercisable  on the date of such death or  termination,
shall remain  exercisable  for a period of one year (but not beyond the ten-year
expiration date of the Stock Option).

         Stock  Options  will vest if the value of the  Common  Stock  attains a
preestablished  market  price target on or before the third  anniversary  of the
date of grant,  as more fully set forth in the Stock Option  agreements.  If the
option  does not  vest as set  forth  above,  it shall  terminate  on the  third
anniversary  of the date of grant.  Notwithstanding  these normal vesting rules,
unless previously terminated, all options will become fully vested upon a Change
of Control (as that term is defined in the Plan).

         Generally,  the Stock Options are nontransferable  except by will or by
the laws of descent and  distribution  and,  during the lifetime of an employee,
may be exercised only by the employee. However, an employee may transfer a Stock

                                       2
Option to (i) the spouse, children, or grandchildren of the employee ("Immediate
Family  Members"),  (ii) a trust or  trusts  for the  exclusive  benefit  of the
employee and/or such Immediate  Family Members,  or (iii) a partnership in which
the  employee  and/or  such  Immediate  Family  Members  are the only  partners,
provided that: no  consideration  is paid to the employee in connection with the
transfer;  in the event of a  transfer  to an  individual,  the Stock  Option is
exercisable, during the employee's lifetime, only by the transferee or by his or
her guardian or legal representative; following a transfer, the employee retains
no right or reversion in the Stock Option (or the  underlying  Common Stock upon
exercise)  and has no right to alter or amend  the Stock  Option  or revoke  the
transfer;  and  subsequent  transfer  of the  Stock  Option  by  the  transferee
(excluding  transfers  by will or by the laws of descent  and  distribution)  is
prohibited.  Following  transfer,  a Stock Option  generally will continue to be
subject to the same terms and conditions as were  applicable to the Stock Option
immediately before transfer.

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

Item 5.  Interests of Named Experts and Counsel.

         John G.  Finneran,  Jr.,  general  counsel of the  Registrant,  who has
rendered the opinion  attached hereto as Exhibit 5.1, owns  approximately  2,674
shares of Common Stock, holds options to purchase 162,273 shares of Common Stock
issued under the Plan, and is expected to be a participant in the Program.

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.

                                       3
The  Registrant  also  maintains a director's  and officer's  insurance
policy generally  covering the activities for which such persons are entitled to
indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
         Number         Description                                  Reference
         ------         ----------                                   ---------
5.1          Opinion of Counsel                           Filed herewith
          23.1          Consent of Counsel                           Contained in Exhibit 5.1
          23.2          Consent of Ernst & Young LLP                 Filed herewith
Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       4
(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.

                                       5
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 County of Fairfax, Commonwealth of Virginia, on June 18,
1998.

                                 CAPITAL ONE FINANCIAL CORPORATION
                               
                               
                               
                                   By: /s/ John G. Finneran, Jr.
                                       John G. Finneran, Jr.
                                        Corporate Secretary
                      

         Each person whose  signature  appears  below  constitutes  and appoints
James M. Zinn and John G.  Finneran,  Jr., and each of them, his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him and in his name,  place and  stead,  and in any and all
capacities, to sign any or all 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,  state  securities law
administrators,  other  governmental  authorities,  the National  Association of
Securities   Dealers,   Inc,   and   stock   exchanges,   granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue thereof.

                                       6
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 18, 1998.
/s/ Richard D. Fairbank                    Chairman of the Board, Chief Executive Officer, and
--------------------------                 Director (Principal Executive Officer)
Richard D. Fairbank                        

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

/s/ James M. Zinn                          Senior Vice President (Principal Financial Officer
--------------------------                 and Principal Accounting Officer)
James M. Zinn                              

                                           Director
--------------------------
William Ronald Dietz

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

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

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

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

                                       7
Exhibit Index
Exhibit                                   Description                         Sequential
   Number                                                                        Page Number
   ------                                                                        -----------
5.1                    Opinion of Counsel                                         9
    23.2                   Consent of Ernst & Young LLP                               10
8
[Letterhead]

                                                                     Exhibit 5.1

                                  June 18, 1998

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

Gentlemen:

                  As the General  Counsel of Capital One  Financial  Corporation
(the  "Company"),  I have  participated  in the  preparation  of a  Registration
Statement on Form S-8 to be filed with the  Securities  and Exchange  Commission
pursuant  to  the  Securities  Act  of  1933,  as  amended  (the   "Registration
Statement"),  with  respect to the offer and sale of stock  options of a maximum
aggregate  dollar  amount of  $3,154,822.02  ("Stock  Options")  exercisable  to
purchase shares of Common Stock,  par value $.01 per share, of the Company to be
issued  pursuant to the Capital One Financial  Corporation  1994 Stock Incentive
Plan (the  "Plan").  I am  familiar  with the  Registration  Statement  and have
examined  such  corporate  documents and records,  including the Plan,  and such
matters  of law as I have  considered  appropriate  to enable  me to render  the
following opinion.

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

                  I hereby  consent to the filing of this opinion as Exhibit 5.1
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 ERNST & YOUNG LLP

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 15, 1998, 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, 1997, filed with the Securities and Exchange Commission.

                                ERNST & YOUNG LLP

Washington, D.C.
June 18, 1998