8-K, 2001-01-19
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                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                               January 18, 2001
                       (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.

        (a)   See attached press release.

        (b)   Cautionary Factors

        The attached press release contains forward-looking statements which
involve a number of risks and uncertainties. The Company cautions readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the forward-
looking information as a result of various factors including, but not limited
to, the following: continued intense competition from numerous providers of
products and services which compete with the Company's businesses; with respect
to financial and other products, changes in the Company's aggregate accounts or
consumer loan balances and the growth rate thereof, including changes resulting
from factors such as shifting product mix, amount of actual marketing expenses
made by the Company and attrition of accounts and loan balances; an increase in
credit losses (including increases due to a worsening of general economic
conditions); the ability of the Company to continue to securitize its credit
cards and consumer loans and to otherwise access the capital markets at
attractive rates and terms to fund its operations and future growth;
difficulties or delays in the development, production, testing and marketing of
new products or services; losses associated with new products or services or
expansion internationally; financial, legal, regulatory or other difficulties
that may affect investment in, or the overall performance of, a product or
business, including changes in existing laws to regulate further the credit card
and consumer loan industry and the financial services industry, in general
(including the flexibility of financial services companies to obtain, use and
share consumer data); the amount of, and rate of growth in, the Company's
expenses (including salaries and associate benefits and marketing expenses) as
the Company's business develops or changes or as it expands into new market
areas; the availability of capital necessary to fund the Company's new
businesses; the ability of the Company to build the operational and
organizational infrastructure necessary to engage in new businesses or to expand
internationally; the ability of the Company to recruit experienced personnel to
assist in the management and operations of new products and services; and other
factors listed from time to time in the Company's SEC reports, including, but
not limited to, the Annual Report on Form 10-K for the year ended December 31,
1999 (Part I, Item 1, Risk Factors).

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

    1.1       Underwriting Agreement dated as of January 18, 2001 by and between
              Capital One Financial Corporation and J.P. Morgan Securities Inc.

    99.1      Press Release of the Company dated January 18, 2001.




    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereto duly authorized.

                                   CAPITAL ONE FINANCIAL CORPORATION

Dated: January 18, 2001            By: /s/ John G. Finneran, Jr.
                                       John G. Finneran, Jr.
                                       Executive Vice President, General Counsel
                                       and Corporate Secretary


                                 EXHIBIT INDEX

    1.1    Underwriting Agreement dated as of January 18, 2001 by and between
           Capital One Financial Corporation and J.P. Morgan Securities Inc.

    99.1   Press Release of the Company dated January 18, 2001


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