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.