CAPITAL ONE FINANCIAL CORP
8-K, 1998-08-20
PERSONAL CREDIT INSTITUTIONS
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<PAGE>



                       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 30, 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


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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 July 30, 1998.



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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:  July 31, 1998           By:     /s/John G. Finneran, Jr.
                                          --------------------------------------
                                          John G. Finneran, Jr.
                                          Senior Vice President, General Counsel
                                           and Secretary


<PAGE>


                                  EXHIBIT INDEX



         99.1     Press Release of the Company dated July 30, 1998.



<PAGE>


                                                                    Exhibit 99.1


<PAGE>


[CAPITAL ONE LOGO]

CAPITAL ONE FINANCIAL CORPORATION
2980 Fairview Park Drive
Suite 1400
Falls Church, VA 22042-4525


FOR IMMEDIATE RELEASE:                      Contact:    Paul Paquin
- ---------------------
July 30, 1998                                           V.P., Investor Relations
                                                        (703) 205-1039
                                           
                                                        Sam Wang
                                                        Manager, Media Relations
                                                        (703) 205-1180
                                     

         Capital One Announces Fourteenth Consecutive Quarterly Dividend

Falls Church, Va., (July 30, 1998) --- Capital One Financial  Corporation (NYSE:
COF) today  announced a quarterly  dividend of $.08 per share payable August 21,
1998 to  stockholders  of record as of August 13,  1998.  This is the  Company's
fourteenth consecutive quarterly dividend since it became an independent company
on February 28, 1995.  Dividends declared by the Company are eligible for direct
reinvestment in the Company's  common stock under its Dividend  Reinvestment and
Stock  Purchase  Plan.  For additional  plan  information,  stockholders  should
contact First Chicago Trust Company of New York at (800) 446-2617.

         The Company also announced that it expects to continue repurchasing its
common stock in order to mitigate the impact of shares issued  through  dividend
reinvestment, associate stock purchase and option programs. Today, the Company's
Board of Directors  approved the  repurchase  of up to an  additional  1,500,000
shares of the Company's common stock over the next two years,  starting later in
1998. In July 1997, the Company initially announced share repurchase programs of
up to 2,000,000  shares to mitigate the impact of shares  issuable under benefit
plans. As of June 30, 1998, the Company has repurchased 1,427,875 shares.

         Headquartered  in  Falls  Church,   Virginia,   Capital  One  Financial
Corporation  (www.capitalone.com)  is a holding  company  with  more than  7,500
associates worldwide, whose principal subsidiaries, Capital One Bank and Capital
One,  F.S.B.,   offer  financial   consumer  lending  products.   Capital  One's
subsidiaries  collectively  had 13.6  million  customers  and $15.0  billion  in
managed  loans  outstanding  as of June 30,  1998,  and are  among  the  largest
providers of MasterCard  and Visa credit cards in the world.  Capital One trades
on the New York Stock Exchange under the symbol "COF" and is included in the S&P
500 Index.

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