<PAGE>


    As filed with the Securities and Exchange Commission on December 8, 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  Amount to be  Offering Price   Aggregate         Registration
to be Registered   Registered(1) Per Unit         Offering Price(2) Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value,      1,500,000     $50.25           $75,375,000     $20,954.25
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 December 3,1999.

(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,  333-51637 and 333-78067  which relate to
41,612,640  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 43,112,640,  of
which  1,500,000  shares  may not be used to grant an award of  incentive  stock
options.

Item 5.  Interests of Named Experts and Counsel.

         John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and
Corporate  Secretary of the  Registrant,  who has rendered the opinion  attached
hereto as Exhibit 5, holds  24,170  shares of Common  Stock,  vested  options to
purchase an additional  352,273 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 317,199 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,         Incorporated by reference
        1995, between Capital One Financial Corporation    to the Registrant's Current
        and First Chicago Trust Company of New York (as    Report on Form 8-K, filed
        successor to Mellon Bank, N.A.) as Rights Agent    November 16, 1995

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



--------------------------------------                Director
Stanley I. Westreich
</TABLE>


<PAGE>
<TABLE>
                                      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
                      First Chicago Trust Company of New York (as         Report on Form 8-K, filed
                      successor to Mellon Bank, N.A.) as Rights Agent     November 16, 1995

     4.1              Amendment Number 1 to Rights Agreement, dated as    Incorporated by reference
                      of 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.) as     May 5, 1999
                      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



                                                     December 8, 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  1,500,000  shares  of the
Company's  common  stock,  par  value  $.01  per  share  (the  "Common  Stock"),
authorized for issuance upon the exercise of options or in connection with other
incentive  awards  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., Esq.
                                                     General Counsel


<PAGE>


                                                                    Exhibit 23.2





                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 19, 1999,  with respect to the
consolidated   financial   statements  of  Capital  One  Financial   Corporation
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP

Washington, D.C.
December 2, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14347}]
{"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": "333-92345", "film-number": "99770857"}, "business-address": {"street1": "2980 FAIRVIEW PARK DRIVE", "street2": "STE 1300", "city": "FALLS CHURCH", "state": "VA", "zip": "22042", "phone": "7032051000"}, "mail-address": {"street1": "2980 FAIRVIEW PARK DRIVE SUITE 1300", "city": "FALLS CHURCH", "state": "VA", "zip": "22042"}, "former-company": {"former-conformed-name": "OAKSTONE FINANCIAL CORP", "date-changed": "19940728"}}
As filed with the Securities and Exchange Commission on December 8, 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  Amount to be  Offering Price   Aggregate         Registration
to be Registered   Registered(1) Per Unit         Offering Price(2) Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value,      1,500,000     $50.25           $75,375,000     $20,954.25
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 December 3,1999.

(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,  333-51637 and 333-78067  which relate to
41,612,640  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 43,112,640,  of
which  1,500,000  shares  may not be used to grant an award of  incentive  stock
options.

Item 5.  Interests of Named Experts and Counsel.

         John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and
Corporate  Secretary of the  Registrant,  who has rendered the opinion  attached
hereto as Exhibit 5, holds  24,170  shares of Common  Stock,  vested  options to
purchase an additional  352,273 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 317,199 shares of Common Stock issued
under the Plan.

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

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

--------------------------------------                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
                      First Chicago Trust Company of New York (as         Report on Form 8-K, filed
                      successor to Mellon Bank, N.A.) as Rights Agent     November 16, 1995

     4.1              Amendment Number 1 to Rights Agreement, dated as    Incorporated by reference
                      of 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.) as     May 5, 1999
                      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

                                                     December 8, 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  1,500,000  shares  of the
Company's  common  stock,  par  value  $.01  per  share  (the  "Common  Stock"),
authorized for issuance upon the exercise of options or in connection with other
incentive  awards  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., Esq.
                                                     General Counsel
Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-XXXXX)  pertaining  to the Capital One Financial  Corporation  1994
Stock  Incentive Plan of our report dated January 19, 1999,  with respect to the
consolidated   financial   statements  of  Capital  One  Financial   Corporation
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Washington, D.C.
December 2, 1999