<PAGE>
 
      As filed with the Securities and Exchange Commission on May 1, 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)

                                  __________

 
                                                            Copy to:
     JOHN G. FINNERAN, JR., ESQ.                   D. MICHAEL LEFEVER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL               COVINGTON & BURLING
       AND CORPORATE SECRETARY                  1201 PENNSYLVANIA AVENUE, N.W.
2980 FAIRVIEW PARK DRIVE, SUITE 1300                WASHINGTON, D.C. 20004
    FALLS CHURCH, VIRGINIA  22042                        (202) 662-6000
               (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)      175,000         $95.125         $16,646,875      $4,910.83
=================================================================================== 
</TABLE>

(1) Represent options to purchase shares of common stock, $.01 par value
    ("Common Stock"), of the Registrant issuable under the Registrant's 1994
    Stock Incentive Plan (the "Plan") in consideration for the agreement of a
    recipient to forgo certain potential incentive compensation payments.  The
    shares of Common Stock issuable upon the exercise of the Stock Options
    previously either were registered under the Securities Act of 1933, as
    amended, pursuant to Registration Statement No. 33-86986 (dated December 1,
    1994), or will be registered before the Stock Options are exercised.

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



              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.



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superseded or modified as described herein:

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

  (b) The Registrant's Current Reports on Form 8-K, dated January 25, 1998 and
      April 16, 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 Tier 5 Special Option
Program (the "Program") under which eligible employees are entitled to elect to
forgo certain potential incentive compensation payments and receive in
consideration stock options issued under the Plan (the "Stock Options").  Each
Stock Option will entitle the holder to purchase shares of Common Stock at an
exercise price per share equal to the fair market value (as defined by the Plan)
of the Common Stock on the date of the grant.  Each Stock Option will expire on
the tenth anniversary of its date of grant.  Upon the termination of employment
of the holder, the Stock Option will be forfeited if not then vested and the
Stock Option will remain exercisable (if vested) only for a period of three
months from the date of termination, except that, in the event of the death of
the holder or the termination of the holder's employment due to disability, the
Stock Option, to the extent that it was exercisable on the date of such death or
termination, shall remain exercisable for a period of one year (but not beyond
the ten-year expiration date of the Stock Option).  The Stock Options will vest
in full on the third anniversary of the date of grant.  Notwithstanding these
normal vesting rules, unless previously terminated, all employees will become
fully vested upon a Change of Control (as that term is defined in the Plan).

     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.

     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.
<PAGE>
 
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 and holds options to purchase 162,273 shares of Common Stock issued
under the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

<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>
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

  (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, Commonwealth of Virginia, on the 1st day
of May, 1998.



                                CAPITAL ONE FINANCIAL CORPORATION



                                By: /s/ John G. Finneran, Jr.
                                   ---------------------------
                                   John G. Finneran, Jr.
                                   Senior Vice President, General Counsel
                                     and 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.
<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 the 1st day of May, 1998.

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

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

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


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


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


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

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

</TABLE>
<PAGE>
 
                                 Exhibit Index



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

    23.2          Consent of Ernst & Young LLP                     10
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19237}]
{"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": "333-51639", "film-number": "98608629"}, "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 1, 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)

                                  __________

 
                                                            Copy to:
     JOHN G. FINNERAN, JR., ESQ.                   D. MICHAEL LEFEVER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL               COVINGTON & BURLING
       AND CORPORATE SECRETARY                  1201 PENNSYLVANIA AVENUE, N.W.
2980 FAIRVIEW PARK DRIVE, SUITE 1300                WASHINGTON, D.C. 20004
    FALLS CHURCH, VIRGINIA  22042                        (202) 662-6000
               (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)      175,000         $95.125         $16,646,875      $4,910.83
===================================================================================
(1) Represent options to purchase shares of common stock, $.01 par value
    ("Common Stock"), of the Registrant issuable under the Registrant's 1994
    Stock Incentive Plan (the "Plan") in consideration for the agreement of a
    recipient to forgo certain potential incentive compensation payments.  The
    shares of Common Stock issuable upon the exercise of the Stock Options
    previously either were registered under the Securities Act of 1933, as
    amended, pursuant to Registration Statement No. 33-86986 (dated December 1,
    1994), or will be registered before the Stock Options are exercised.

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

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

  (b) The Registrant's Current Reports on Form 8-K, dated January 25, 1998 and
      April 16, 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 Tier 5 Special Option
Program (the "Program") under which eligible employees are entitled to elect to
forgo certain potential incentive compensation payments and receive in
consideration stock options issued under the Plan (the "Stock Options").  Each
Stock Option will entitle the holder to purchase shares of Common Stock at an
exercise price per share equal to the fair market value (as defined by the Plan)
of the Common Stock on the date of the grant.  Each Stock Option will expire on
the tenth anniversary of its date of grant.  Upon the termination of employment
of the holder, the Stock Option will be forfeited if not then vested and the
Stock Option will remain exercisable (if vested) only for a period of three
months from the date of termination, except that, in the event of the death of
the holder or the termination of the holder's employment due to disability, the
Stock Option, to the extent that it was exercisable on the date of such death or
termination, shall remain exercisable for a period of one year (but not beyond
the ten-year expiration date of the Stock Option).  The Stock Options will vest
in full on the third anniversary of the date of grant.  Notwithstanding these
normal vesting rules, unless previously terminated, all employees will become
fully vested upon a Change of Control (as that term is defined in the Plan).

     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.

     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 and holds options to purchase 162,273 shares of Common Stock issued
under the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.
EXHIBIT
       NUMBER        DESCRIPTION                        REFERENCE
       -------       -----------                        ---------
5.1          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.

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

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

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

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

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, Commonwealth of Virginia, on the 1st day
of May, 1998.

                                CAPITAL ONE FINANCIAL CORPORATION

                                By: /s/ John G. Finneran, Jr.
                                   ---------------------------
                                   John G. Finneran, Jr.
                                   Senior Vice President, General Counsel
                                     and 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.
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 the 1st day of May, 1998.
/s/ Richard D. Fairbank
----------------------------------    Chairman of the Board, Chief Executive Officer, and
Richard D. Fairbank                   Director (Principal Executive Officer)
                    

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

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

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

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

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

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

    23.2          Consent of Ernst & Young LLP                     10