CAPITAL ONE FINANCIAL CORP
8-K, 1997-09-24
PERSONAL CREDIT INSTITUTIONS
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                       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


                              September 23, 1997            
                      --------------------------------
                      (Date of earliest event reported)


                        Capital One Financial Corporation          
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                       <C>                                 <C>
              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)
</TABLE>
        

      Registrant's telephone number, including area code:  (703) 205-1000





                             Page 1 of 4 Pages
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Item 5.  Other Events.


                     See attached press release.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

       99.1.    Press Release of the Company dated September 23, 1997.





                              Page 2 of 4 Pages
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                                   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:  September 23, 1997           By:  /s/ James M. Zinn
                                                 -------------------
                                                   James M. Zinn
                                                   Senior Vice President and
                                                      Chief Financial Officer





                              Page 3 of 4 Pages
<PAGE>   4
                                 EXHIBIT INDEX


         99.1    Press Release of the Company dated September 23, 1997.





                              Page 4 of 4 Pages

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[CAPITAL ONE LOGO]

                       Capital One Financial Corporation
                       2980 Fairview Park Drive
                       Suite 1400
                       Falls Church, VA 22042-4525


For Immediate Release:                               Contact:    Paul Paquin 
September 23, 1997                                               (703) 205-1039
                                                                 Sam Wang
                                                                 (703) 205-1180

                  CAPITAL ONE EARNINGS TO EXCEED EXPECTATIONS

FALLS CHURCH, Va., (September 23, 1997) - Capital One Financial Corporation
(NYSE: COF) today announced that it expects earnings for the third quarter of
1997 and the year ending December 31, 1997, to exceed analysts' expectations.
The Company now expects to report earnings for the full year of approximately
$2.65 per share, or 15 percent higher than 1996 earnings. This is above the
5-10 percent increase indicated by the Company earlier this year. The Company
also announced that it has reaffirmed its 20 percent earnings growth target for
1998.

         At a meeting with analysts this evening, Richard D. Fairbank, Capital
One's Chairman and CEO, said that "the improved earnings outlook is due to the
continued success of our more recent product generations as well as an overall
improving credit quality outlook."

         The Company cautioned, however, that its current expectations for 1997
and l998 earnings are forward-looking statements and actual results could
differ materially from current expectations due to a number of factors,
including the number of delinquent accounts and the dollar amount of
charge-offs actually experienced by the Company's credit card portfolio in the
remainder of 1997 and in 1998.

         Headquartered in Falls Church, Virginia, Capital One Financial
Corporation (www.capitalone.com) is a holding company whose principal
subsidiaries, Capital One Bank and Capital One, F.S.B., offer financial
products and services to consumers. Capital One's subsidiaries collectively had
10 million customers as of July 31, 1997, and are among the largest providers
of MasterCard and Visa credit cards in the United States.

                                      ###



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