SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 1998 ------------------------------------ (Date of earliest event reported) Capital One Financial Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13300 54-1719854 - ------------------------------ ---------------- ------------------- (State of incorporation (Commission File (IRS Employer or organization) Number) Identification No.) 2980 Fairview Park Drive Suite 1300 Falls Church, Virginia 22042 - -------------------------------------------------------------- ------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 205-1000 Item 5. Other Events. ------------ The sole purpose for the filing of this Form 8-K is to incorporate the attached final form of Underwriting Agreement dated as of July 22, 1998 as an exhibit to the Capital One Financial Corporation Registration Statement No. 333-58577. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ 4.1. Underwriting Agreement, dated as of July 22, 1998 between the Company and J.P. Morgan Securities Inc. acting on behalf of itself, Chase Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman Brothers Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CAPITAL ONE FINANCIAL CORPORATION Dated: July 23, 1998 By: /s/ John G. Finneran, Jr. -------------------------------------- John G. Finneran, Jr. Senior Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX 4.1. Underwriting Agreement, dated as of July 22, 1998 between the Company and J.P. Morgan Securities Inc. acting on behalf of itself, Chase Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman Brothers Inc.